Unassociated Document


    


    EXHIBIT
      10.1

     

    ARRANGEMENT
      AGREEMENT

     

    This
      Arrangement Agreement
      dated
      March 13, 2007, between 6732097
      Canada Inc.,
      (“Purchaser”),
      a
      corporation incorporated under the laws of Canada and an indirect wholly-owned
      subsidiary of Ad.Venture
      Partners, Inc.,
      a
      Delaware corporation (“Parent”),
      Parent and 180
      Connect Inc.,
      a
      corporation incorporated under the laws of Canada (the “Company”).
      

     

    The
      Purchaser and the Parent desire to acquire all of the issued and outstanding
      Common Shares of the Company and to assume the obligation to issue common stock
      upon exercise of the Company Options, the Company SARs and Company Warrants
      (each as defined below) and conversion of the Convertible Debentures (as defined
      below), in each case in accordance with the provisions of this
      Agreement.

     

    As
      a
      condition of the willingness of the Company, Parent and Purchaser to enter
      into
      this Agreement, (i) the holders of shares of the Company set forth in
      Schedule A-1 (the “Company
      Affiliates”)
      hereby
      have entered into Voting Agreements dated as of the date hereof in the form
      attached hereto as Schedule B-1 (the “Company
      Voting Agreements”)
      with
      Parent, Purchaser and the Company which provide, among other things, that,
      subject to the terms and conditions thereof, such shareholders will vote their
      Common Shares (as defined below) in favor of this Agreement and the Transactions
      (as defined below) and (ii) the holders of shares of Parent set forth in
      Schedule A-2 hereby have entered into Voting Agreements dated as of the
      date hereof in the form attached hereto as Schedule B-2 (the “Parent
      Voting Agreements”
and
      together with the Company Voting Agreements, the “Voting
      Agreements”)
      with
      Parent, Purchaser and the Company which provide, among other things, that,
      subject to the terms and conditions thereof, such shareholders will vote certain
      of their shares of Parent Common Stock (as defined below) in favor of this
      Agreement and the Transactions (as defined below).

     

    Now,
      Therefore,
      intending to be legally bound and in consideration of the mutual provisions
      set
      forth in this Agreement and for other good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged, the parties agree
      as
      follows:

     

    ARTICLE
      1

     

    INTERPRETATION

     

    1.1  Definitions. For
      the
      purposes of this Agreement and the Ancillary Agreements: 

     

    “Acquired
      Companies”
means,
      collectively, the Company and its Subsidiaries, and each an “Acquired
      Company.”

     

    “Acquisition
      Proposal”
means,
      any proposal or offer (written or oral) relating to any Acquisition
      Transaction.

     

    “Acquisition
      Transaction”
means
      any merger, consolidation, combination, amalgamation, take-over bid, tender
      offer, arrangement, recapitalization, liquidation, dissolution, share exchange,
      acquisition, disposition or other transaction involving the Company or any
      of
      its Subsidiaries or any securities or assets of the Company or any of its
      Subsidiaries that would reasonably be expected to result in: (i) a person,
      entity or group acquiring 10% or more of any class of the capital stock of
      the
      Company or 1% or more of any class of the capital stock of any of its
      Subsidiaries; (ii) any sale, lease, license, disposition or acquisition of
      assets (or other transaction having the same economic effect) representing
      10%
      or more of the assets or generating 10% or more of the revenue of the Acquired
      Companies taken as a whole; or (iii) the issuance or disposition of 10% or
      more
      of any class of capital stock of the Company or 1% or more of any class of
      the
      capital stock of any of its Subsidiaries.

     

    


    
      
        
          
          

        

        
          1.

          
            

          

        

        
          
          

        

      

    

    


    “Affiliate”
means,
      with respect to a specified Person, a Person that directly, or indirectly
      through one or more intermediaries, controls, is controlled by or is under
      common control with, the specified Person. In addition to the foregoing, if
      the
      specified Person is an individual, the term “Affiliate” also
      includes:

     

    (a)  the
      individual’s spouse;

     

    (b)  the
      members of the immediate family (including parents, siblings and children)
      of
      the individual or of the individual’s spouse residing at the same principal
      residence as the specified Person; and 

     

    (c)  any
      corporation, limited liability company, general or limited partnership, trust,
      association or other business or investment entity that directly or indirectly,
      through one or more intermediaries controls, is controlled by or is under common
      control with any of the foregoing individuals. 

     

    For
      purposes of this definition, the term “control” (including the terms
“controlling”, “controlled by” and “under common control with”) means the
      possession, direct or indirect, of the power to direct or cause the direction
      of
      the management and policies of a Person, whether through the ownership of voting
      securities, by contract or otherwise.

     

    “Agreement”
means
      this Arrangement Agreement as the same may be amended, supplemented or otherwise
      modified from time to time in accordance with the terms hereof.

     

    “Ancillary
      Agreements”
means
      the Voting Agreements, the Exchangeable Share Support Agreement, the Voting
      and
      Exchange Trust Agreement and any other agreements entered into in connection
      herewith.

     

    “Arrangement”
means
      an arrangement under Section 192 of the CBCA on the terms and subject to the
      conditions set out in the Plan of Arrangement, subject to any amendments or
      variations thereto made in accordance with Section 8.3 or Article 6 of the
      Plan
      of Arrangement or made at the direction of the Court in the Final
      Order.

     

    “Arrangement
      Resolution”
means
      the special resolution of the Company Securities Holders approving the
      Arrangement to be considered at the Company Meeting substantially in the form
      of
      Schedule C to this Agreement.

     

    “Articles
      of Arrangement”
means
      the articles of arrangement of the Company in respect of the Arrangement,
      required by the CBCA to be sent to the Director after the Final Order has been
      granted, giving effect to the Arrangement.

     

    “Balance
      Sheet”
is
      defined in Section 3.5(a).

     

    


    
      
        
          
          

        

        
          2.

          
            

          

        

        
          
          

        

      

    

    


    “Business”
means
      the business of providing installation, integration and fulfillment services
      to
      the home entertainment, communications and home integration service industries
      as currently conducted by the Acquired Companies.

     

    “Business
      Day”
means
      a
      day of the year in which banks are not required or authorized to be closed
      in
      the City of Calgary, Alberta or the City of New York, New York.

     

    “Canadian
      GAAP”
is
      defined in Section 3.5(b).

     

    “Canadian Securities
      Act”
means
      the Securities
      Act
      (Alberta) and the equivalent legislation in the other provinces of Canada and
      the rules, regulations and published policies made thereunder, as now in effect
      and as they may be promulgated or amended from time to time prior to the
      Effective Time.

     

    “Canadian
      Tax Act”
means
      the Income
      Tax Act
      (Canada)
      and the regulations thereunder, as now in effect and as they may be amended
      or
      promulgated from time to time prior to the Effective Time.

     

    “Canco”
means
      1305699 Alberta ULC, an unlimited liability company existing under the laws
      of
      Alberta and a direct wholly-owned subsidiary of Parent or any other direct
      or
      indirect wholly-owned subsidiary designated by Parent from time to time in
      replacement thereof.

     

    “CBCA”
means
      the Canada
      Business Corporations Act
      and the
      regulations made thereunder, as promulgated or amended from time to time prior
      to the Effective Time.

     

    “Circular”
means
      the notice of the Company Meeting and accompanying management information
      circular of the Company, including all appendices thereto, to be sent to Company
      Securities Holders in connection with the Company Meeting.

     

    “Closing”
is
      defined in Section 2.4.

     

    “Closing
      Date”
is
      defined in Section 2.4.

     

    “Code”
means
      the U.S. Internal Revenue Code of 1986, as amended.

     

    “Common
      Shares”
means
      common shares in the capital of the Company.

     

    “Common
      Shares Outstanding”
means
      the aggregate number of Common Shares issued and outstanding on the Closing
      Date.

     

    “Company
      Affiliates”
is
      defined in the Recitals. 

     

    “Company
      Contract”
means
      any Contract to which any Acquired Company is a party or by which any Acquired
      Company is bound or to which any of their respective properties or assets is
      subject.

     

    “Company
      Disclosure Schedule”
means
      the disclosure letter delivered pursuant to Article 3 by the Company to Parent
      and Purchaser concurrently with the execution and delivery of this Agreement
      in
      each case referencing the section or subsection of this Agreement in respect
      of
      which disclosure is being made.

     

    “Company
      Documents”
is
      defined in Section 3.5(c). 

     

    “Company Financial
      Advisor”
is
      defined in Section 3.2(a).

     

    


    
      
        
          
          

        

        
          3.

          
            

          

        

        
          
          

        

      

    

    


    “Company
      IP”
means
      the Owned IP and the Licensed IP.

     

    “Company
      Material Adverse Effect”
means
      any change, event, effect, claim, circumstance or matter relating to any of
      the
      Acquired Companies that (considered together with all other changes, effects,
      claims, circumstances or matters) has materially and adversely affected, or
      would reasonably be expected to materially and adversely affect: (i) the
      business, financial condition, properties, assets, liabilities or results of
      operations of the Acquired Companies taken as a whole, (ii) Purchaser’s right to
      own, or to receive dividends or other distributions with respect to, the stock
      of the Company or to operate the Acquired Companies’ businesses (other than
      restrictions imposed by the Plan of Arrangement or the Ancillary Agreements),
      in
      each case, after completion of the Transactions as contemplated by this
      Agreement and the Plan of Arrangement, or (iii) the ability of the Company
      to consummate the Transactions or to perform any of its obligations under this
      Agreement; provided,
      however,
      that
      none of the following (either by themselves or when aggregated with any other
      changes, events, effects, claims, circumstances or matters) shall be deemed
      to
      constitute a Company Material Adverse Effect, or shall be taken into account
      when determining whether a Company Material Adverse Effect has occurred or
      may
      occur: (A) conditions generally affecting the cable and satellite installation,
      home security and home networking industries in which the Acquired Companies
      participate (including any changes arising out of acts of terrorism, military
      actions or war, weather conditions or other force majeure events), provided
      that
      such change or event does not have a materially disproportionate impact on
      the
      Acquired Companies, taken as a whole; (B) conditions generally affecting the
      general economy as a whole (including any changes arising out of acts of
      terrorism, military actions or war, weather conditions or other force majeure
      events), provided that such change or event does not have a materially
      disproportionate impact on the Acquired Companies, taken as a whole; (C) the
      taking by the Company of any action required to be taken by the Company by
      this
      Agreement; (D) the announcement of, and the pendency of, the Agreement and
      the
      Transactions; (E) a decline in the price of capital stock of the Company in
      and of itself; (F) any reasonable fees and expenses incurred in connection
      with
      the Transactions, (G) any change in Laws or accounting principles or
      interpretation thereof applicable to the Acquired Companies, or (H) any matter
      that has been disclosed to Parent by any of the methods specified in clause
      (x),
      (y) or (z) of the first paragraph of Article 3 hereof, provided that the
      magnitude of such matter is reasonably apparent from such disclosures as of
      the
      date hereof.

     

    “Company
      Meeting”
means
      the annual meeting of the Common Shareholders and the special meeting of the
      Company Securities Holders, including any adjournment or postponement thereof,
      to be called and held in accordance with the Interim Order to consider, and
      if
      thought fit, approve among other things the Arrangement Resolution.

     

    “Company
      Optionholders”
means
      the holders of the Company Options.

     

    “Company
      Options”
means
      all options to purchase Common Shares granted under the Company Stock
      Plans.

     

    “Company
      Plan”
means
      all health, welfare, dental, legal, disability, hospitalization or other medical
      benefits, life or other insurance, supplemental unemployment benefits,
      profit-sharing, pension, or retirement plan, program, agreement or arrangement,
      and each other employee benefit plan, program, policy, practice, agreement
      or
      arrangement, (whether oral or written, formal or informal, funded or unfunded,
      insured or self-insured, registered or unregistered, contractual or statutory)
      sponsored, maintained or contributed to or required to be contributed to by
      the
      Acquired Companies or to which an Acquired Company is a party or by which an
      Acquired Company is bound or which have any application to or are for the
      benefit of any of any Acquired Company’s current or former employees, directors
      or consultants including, without limitation, any employee benefit plan for
      the
      benefit of any current or former director, officer, employee or consultant
      of
      any Acquired Company, or with respect to which any Acquired Company has or
      may
      have any Liability, including any Pension Plan, any Multiemployer Plan and
      any
      other written or oral plan, Contract or arrangement involving direct or indirect
      compensation or benefits, including insurance coverage, termination notice,
      severance or other termination pay or benefits, change in control, retention,
      performance, holiday pay, vacation pay, fringe benefits, disability benefits,
      pension, retirement plans, profit sharing, deferred compensation, bonuses,
      incentive compensation, stock options, share purchase, restricted share or
      share
      units, phantom shares, share appreciation or other forms of incentive
      compensation or post-retirement compensation, maintained or contributed to
      by
      any Acquired Company (or that has been maintained or contributed to in the
      last
      six years by any Acquired Company) for the benefit of any current or former
      director, officer, employee or consultant of any Acquired Company, or with
      respect to which any Acquired Company has or may have any
      Liability.

     

    


    
      
        
          
          

        

        
          4.

          
            

          

        

        
          
          

        

      

    

    


    “Company
      SARs”
means
      share appreciation rights granted under the Company Stock Plans.

     

    “Company
      SAR Holders”
means
      the holders of Company SARs.

     

    “Company
      Securities Holders”
means
      the Company Shareholders and the Company Optionholders.

     

    “Company
      Shareholders”
means
      the holder of record of Common Shares.

     

    “Company
      Stock Plans”
means
      the Company’s stock option plan or any other stock option, share appreciation
      rights or equity related plan, program or agreement maintained by the Company
      or
      to which the Company is a party.

     

    “Company
      Warrants”
means
      all issued and outstanding warrants to purchase Common Shares.

     

    “Competition
      Act”
means
      the Competition
      Act
      (Canada).

     

    “Confidential
      Information”
is
      defined in the Confidentiality Agreement.

     

    “Confidentiality
      Agreement”
is
      defined in Section 5.9.

     

    “Contract”
means
      any contract, agreement, lease, license, commitment, understanding, franchise,
      warranty, guaranty, mortgage, note, bond, option, warrant, right or other
      instrument or consensual obligation, whether written or oral.

     

    “Convertible
      Debentures”
means
      the Company’s 9.33% Convertible Debentures due March 22, 2011 issued
      pursuant to the Securities Purchase Agreement dated March 21, 2006 (the
“Securities
      Purchase Agreement”).

     

    “Court”
means
      the Court of Queen’s Bench of Alberta.

     

    “CRA”
means
      Canada Revenue Agency.

     

    “Depositary”
means
      Valiant Trust Company, or such other Person as is appointed to act as depositary
      for the purposes of the Arrangement selected by the Company, acting
      reasonably.

     

    “Director”
means
      the Director appointed pursuant to Section 260 of the CBCA.

     

    “Dissent
      Rights”
means
      the rights of dissent in respect of the Arrangement described in
      Section 3.1 of the Plan of Arrangement.

     

    


    
      
        
          
          

        

        
          5.

          
            

          

        

        
          
          

        

      

    

    


    “Dissenting
      Shareholder”
means
      a
      Company Shareholder who dissents in respect of the Arrangement in compliance
      with the Dissent Rights.

     

    “Effective
      Time”
has
      the
      meaning ascribed thereto in the Plan of Arrangement.

     

    “Encumbrance”
means
      any charge, claim, mortgage, servitude, easement, right of way, community or
      other marital property interest, covenant, equitable interest, license, lease
      or
      other possessory interest, lien, option, pledge, security interest, preference,
      priority, right of first refusal, restriction (other than any restriction on
      transferability imposed by federal, provincial or state securities Laws) or
      other encumbrance of any kind or nature whatsoever (whether absolute or
      contingent). 

     

    “Environment”
means
      the natural environment (including, soil, land surface or subsurface strata,
      surface waters, groundwater, sediment, ambient air (including all layers of
      the
      atmosphere), organic and inorganic matter, and any other environmental medium
      or
      natural resource.

     

    “Environmental
      Laws”
means
      all applicable Laws relating to public health and safety, pollution or the
      protection of the Environment or to the generation, production, installation,
      use, storage, treatment, transportation, Release or threatened Release of
      Hazardous Materials, and all applicable Governmental Authorizations issued
      pursuant to such Laws.

     

    “Exchange
      Act”
means
      the United States Securities Exchange Act of 1934, as amended.

     

    “Exchange
      Ratio”
shall
      initially mean 0.6272, subject to adjustment pursuant to the formula set forth
      on Exhibit A.

     

    “Exchangeable
      Shares”
means
      the
      exchangeable shares to be created in the capital of the Purchaser prior to
      the
      Effective Time, having substantially the rights, privileges, restrictions and
      conditions set out in Appendix 1 of the Plan of Arrangement. 

     

    “Fairness
      Opinion”
      means:

     

    (a) with
      respect to the Company, a written opinion of the Company Financial Advisor
      to
      the Board of Directors of the Company that, as of the date of such opinion,
      the
      consideration to be received by the Company Shareholders under the Arrangement
      is fair from a financial point of view, to the Company Shareholders;
      and

     

    (b) with
      respect to Parent, a written opinion of the Parent Financial Advisor to the
      Board of Directors of the Company that, as of the date of such opinion, the
      Transaction is fair from a financial point of view, to the Parent
      Stockholders.

     

    “Final
      Order”
means
      the final order of the Court approving the Arrangement, as such order may be
      amended or varied at any time prior to the Effective Time or, if appealed,
      then
      unless such appeal is withdrawn or denied, as affirmed or as amended on
      appeal.

     

    “Financial
      Statements”
is
      defined in Section 3.5(a).

     

    “Governmental
      Authority”
      means:

     

    (a) any
      multinational, federal, provincial, state, regional, municipal, local or other
      government, governmental or public department, ministry, central bank, court,
      tribunal, arbitral body, commission, board, bureau or agency, domestic or
      foreign;

     

    


    
      
        
          
          

        

        
          6.

          
            

          

        

        
          
          

        

      

    

    


    (b) any
      subdivision, agent or authority of any of the foregoing; or

     

    (c) any
      quasi-governmental or private body, including any tribunal, commission,
      regulatory agency or self-regulatory organization, exercising any regulatory,
      expropriation or taxing authority under or for the account of any of the
      foregoing.

     

    “Governmental
      Authorization”
means
      any approval, consent, ratification, waiver, license, permit, registration
      or
      other authorization issued, granted, given or otherwise made available by or
      under the authority of any Governmental Authority or pursuant to any
      Law.

     

    “Hazardous
      Material”
means
      any substance or material that is prohibited, controlled or regulated by any
      Governmental Authority pursuant to Environmental Laws, including pollutants,
      contaminants, dangerous goods or substances, toxic, deleterious or hazardous
      substances or materials, wastes (including solid non hazardous wastes and
      subject wastes), petroleum and its derivatives and by products and other
      hydrocarbons, all as regulated under, governed by or defined in or pursuant
      to
      any Environmental Law.

     

    “HSR
      Act”
is
      defined in Section 3.3(b).

     

    “Intellectual
      Property Rights”
      means:

     

    
      	 	
              (a)

            	
              any
                and all proprietary rights, in any jurisdiction worldwide, provided
                under:

            


    

     

    
      	 	
              (i)

            	
              patent
                law;

            


    

     

    
      	 	
              (ii)

            	
              copyright
                law;

            


    

     

    
      	 	
              (iii)

            	
              trademark
                law;

            


    

     

    
      	 	
              (iv)

            	
              design
                patent or industrial design law;

            


    

     

    
      	 	
              (v)

            	
              semiconductor
                chip or mask work law; or

            


    

     

    
      	 	
              (vi)

            	
              any
                other applicable statutory provision or common law principle, including
                trade secret law, that may provide a right in ideas, formulae, algorithms,
                concepts, inventions (whether patentable or not), works, or know-how,
                or
                the expression or use thereof, and including all past, present, and
                future
                causes of action, rights of recovery, and claims for damage, accounting
                for profits, royalties, or other relief relating, referring, or pertaining
                to any of the foregoing; and

            


    

     

    (b) any
      and
      all applications, registrations, renewals, extensions, continuations, divisions,
      reissues, licenses, sublicenses, agreements, or any other evidence of a right
      in
      any of the foregoing.

     

    “Interim
      Order”
means
      the interim order of the Court, as the same may be amended in respect of the
      Arrangement, as contemplated by Section 2.2.

     

    “Investment
      Canada Act”
means
      the Investment Canada Act.

     

    “Judgment”
means
      any order, injunction, judgment, decree, ruling, assessment or arbitration
      award
      of any Governmental Authority or arbitrator.

     

    


    
      
        
          
          

        

        
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    “Knowledge”
means,
      when used in reference to any Person, the actual knowledge of any of the
      directors or executive officers of such Person and after a reasonable
      investigation by such individuals.

     

    “Laws”
means
      all laws (including common law), by-laws, statutes, rules, regulations,
      principles of law and equity, orders, rulings, ordinances, judgments,
      injunctions, determinations, awards, decrees or other requirements, whether
      domestic or foreign, in effect as of the date in question, and the terms and
      conditions of any grant of approval, permission, authority or license of any
      Governmental Authority or self-regulatory authority (including the TSX), and
      the
      term “applicable”
with
      respect to such Laws (including Environmental Laws) and in a context that refers
      to one or more Parties, means such Laws as are applicable to such Party or
      its
      business, undertaking, property or securities and emanate from a Person having
      jurisdiction over the Party or Parties or its or their business, undertaking,
      property or securities.

     

    “Liability”
      includes liabilities, debts or other obligations of any nature, whether known
      or
      unknown, absolute, accrued, contingent, liquidated, unliquidated or otherwise,
      due or to become due or otherwise, and whether or not required to be reflected
      on a balance sheet prepared in accordance with U.S. GAAP in the case of Parent,
      or in accordance with Canadian GAAP in the case of the Acquired Companies or
      Purchaser.

     

    “Licensed
      IP”
means
      all Technology and Intellectual Property Rights therein, other than Owned IP,
      that are either used in the Business or licensed to the Acquired Companies,
      including the rights to use, practice, make, repair, cure, modify, market,
      distribute, transfer, assign, sell, and support such Technology.

     

    “Multiemployer
      Plan”
means
      a
      plan (i) to which more than one employer is required to contribute, and (ii)
      which is maintained pursuant to one or more collective bargaining or other
      agreements between one or more employee organizations and more than one
      employer.

     

    “Organizational
      Documents”
means,
      with respect to any Person that is an entity, such Person’s certificate or
      articles of incorporation, bylaws, certificate of formation, operating agreement
      or comparable charter and organizational documents.

     

    “Original
      Significant Canadian Shareholder”
is
      defined in Section 7.12(b).

     

    “Original
      Significant Exchangeable Shareholder”
is
      defined in Section 7.12(a). 

     

    “Owned
      IP”
means
      all Technology, together with all Intellectual Property Rights therein, (i)
      created by or on behalf of the Acquired Companies; or (ii) in which any Acquired
      Company purports to have an ownership or exclusive interest of any nature
      (whether exclusively, jointly with another Person, or otherwise).

     

    “Parent
      Common Stock”
means
      Parent’s common stock, par value $0.0001 per share.

     

    “Parent
      Contract”
means
      any Contract to which Parent or Purchaser is a party or by which Parent or
      Purchaser is bound or to which any of their respective properties or assets
      is
      subject.

     

    “Parent
      Disclosure Schedule”
means
      the disclosure letter delivered pursuant to Article 4 by the Parent to the
      Company concurrently with the execution and delivery of this Agreement in each
      case referencing the section or subsection of this Agreement in respect of
      which
      disclosure is being made.

     

    “Parent
      Financial Advisor”
is
      defined in Section 4.2.

     

    


    
      
        
          
          

        

        
          8.

          
            

          

        

        
          
          

        

      

    

    


    “Parent
      IPO Shares”
means
      the Parent Common Stock issued in connection with Parent’s initial public
      offering consummated on August 31, 2005.

     

    “Parent
      Material Adverse Effect”
means
      any change, event, effect, claim, circumstance or matter relating to Parent
      that
      (considered together with all other changes, effects, claims, circumstances
      or
      matters) has materially and adversely affected, or would reasonably be expected
      to materially and adversely affect: (i) the business, financial condition,
      properties, assets or liabilities of Parent and its Subsidiaries taken as a
      whole, (ii) the ability of Parent to consummate the Transactions or to
      perform its obligations under this Agreement or (iii) Parent’s right to
      own, or to receive dividends or other distributions with respect to, the stock
      of the Company (other than restrictions imposed by the Plan of Arrangement
      or
      the Ancillary Agreements) or the Company Shareholders’ right to own, or to
      receive dividends or other distributions with respect to Parent Common Stock,
      in
      each case, after completion of the Transactions as contemplated by this
      Agreement and the Plan of Arrangement; provided,
      however,
      that
      none of the following, either individually or in the aggregate shall be deemed
      to constitute, or shall be taken into account when determining whether a Parent
      Material Adverse Effect has occurred or may occur: (A) conditions generally
      affecting the general economy as a whole (including any changes arising out
      of
      acts of terrorism, military actions or war, weather conditions or other force
      majeure events), provided that such change or event does not have a materially
      disproportionate impact on the Parent, taken as a whole; (B) the taking by
      the Parent of any action required to be taken by the Parent by this Agreement;
      (C) the announcement of, and the pendency of, the Agreement and the
      Transactions; (D) a decline in the price of the units, capital stock or
      warrants of the Parent in and of itself; (E) any reasonable fees and expenses
      incurred in connection with the Transactions, (F) any change in Laws or
      accounting principles or interpretation thereof applicable to the Parent or
      (G)
      the exercise by holders of less than 20% in interest of the Parent IPO Shares
      of
      their rights to convert such shares into cash in accordance with Parent’s
      Amended and Restated Certificate of Incorporation.

     

    “Parent
      Meeting”
means
      the special and annual meeting of Parent Stockholders, including any adjournment
      or postponement thereof, to be called and held to consider the Parent
      Stockholder Approval Matters and, in the case of an annual meeting, such other
      matters as Parent deems appropriate for such meeting.

     

    “Parent
      SEC Reports”
is
      defined in Section 4.5(c).

     

    “Parent
      Stockholders”
means
      the holders of Parent Common Stock.

     

    “Parent
      Stockholder Approval Matters”
means
      the following matters: (a) the adoption of this Agreement and the approval
      of
      the Arrangement, Plan of Arrangement and the Share Issuance, (b) an amendment
      and restatement of Parent’s Amended and Restated Certificate of Incorporation,
      substantially in the form of Schedule N pursuant to which, among other things,
      (i) Parent’s name will be changed to 180 Connect Inc., (ii) certain provisions
      of Article Fifth of the certificate of incorporation that are no longer
      applicable following the Arrangement will be removed and (iii) the authorized
      capital stock of Parent will be increased, (c) election of Parent directors
      in
      accordance with the provisions of Section 5.14 hereof and (d) the adoption
      and
      approval of a long-term incentive plan, pursuant to which up to 2,000,000 shares
      of Parent Common Stock will be available for delivery under awards of options,
      share appreciation rights and/or restricted stock granted pursuant to the plan
      (such plan to be in a form proposed by the Company and reasonably acceptable
      to
      Parent).

     

    “Parties”
means
      the Company, on the one hand, and Parent and Purchaser, on the other hand,
      and
“Party”
means
      either of them.

     

    


    
      
        
          
          

        

        
          9.

          
            

          

        

        
          
          

        

      

    

    


    “Pension
      Plan”
means
      all plans, arrangements, agreements, programs, policies or practices (whether
      oral or written, formal or informal, funded or unfunded, insured or
      self-insured, registered or unregistered) to which an Acquired Company is a
      party or by which an Acquired Company is bound or under which an Acquired
      Company has any liability or contingent liability or which have any application
      to an Acquired Company’s employees (including all current, retired and former
      directors, officers, employees, individuals working on contract with the
      Acquired Corporation or other individuals providing services to the Acquired
      Corporation of a kind normally provided by employees) or their dependants or
      beneficiaries and consisting of or relating to, as the case may be, any one
      or
      more retirement savings or pensions, including any defined benefit pension
      plan,
      defined contribution pension plan, group registered retirement savings plan,
      or
      supplemental pension or retirement plan.

     

    “Person”
means
      any individual, corporation (including any non-profit corporation), general
      partnership, limited partnership, limited liability partnership, joint venture,
      estate, trust, company (including any limited liability company, unlimited
      liability company or joint stock company), firm, enterprise, association,
      organization or any other entity, including a Governmental
      Authority.

     

    “Plan
      of Arrangement”
means
      the plan of arrangement, substantially in the form of Schedule D hereto and
      any amendments or variations thereto made in accordance with Section 8.3
      hereof or Article 6
      of the
      Plan of Arrangement or made at the direction of the Court in the Final
      Order.

     

    “Post-Signing
      Returns”
has
      the
      meaning ascribed thereto in Section 9.1(a).

     

    “Proceeding”
means
      any action, arbitration, claim, charge, audit, examination, investigation,
      hearing, litigation or suit (whether civil, criminal, administrative, judicial
      or investigative, whether formal or informal, and whether public or private)
      commenced, brought, conducted or heard by or before, or otherwise involving,
      any
      Governmental Authority or arbitrator.

     

    “Prospectus”
means
      the prospectus contained in the Proxy and Registration Statement.

     

    “Proxy
      and Registration Statement”
means
      Parent’s Registration Statement on Form S-4, and all amendments and
      supplements thereto, to be filed with the SEC containing a proxy statement
      meeting the requirements of Schedule 14A for the Parent Meeting and a prospectus
      relating to the Parent Common Stock issuable pursuant to the Plan of
      Arrangement.

     

    “Proxy
      Statement”
means
      the proxy statement contained in the Proxy and Registration
      Statement.

     

    “Registered
      Owned IP”
is
      defined in Section 3.10.

     

    “Registration
      Rights Agreement”
means
      the Amended and Restated Registration Rights Agreement, substantially in the
      form of Schedule M hereto, to be entered into at the Closing among the
      Parent, certain stockholders of the Parent (the “Initial
      Parent Stockholders”)
      and
      the Company Affiliates.

     

    “Regulatory
      Approvals”
means
      those sanctions, rulings, consents, orders, exemptions, permits, Governmental
      Authorizations and other approvals (including the lapse, without objection,
      of a
      prescribed time under a statute or regulation that states that a transaction
      may
      be implemented if a prescribed time lapses following the giving of notice
      without an objection being made) of Governmental Authorities required to
      consummate the Plan of Arrangement and the transactions contemplated hereby
      and
      thereby, including those set forth in Schedule E hereto.

     

    “Release”
has
      the
      meaning prescribed in any Environmental Law and includes any sudden,
      intermittent or gradual release, spill, leak, pumping, addition, pouring,
      emission, emptying, discharge, migration, injection, escape, leaching, disposal,
      dumping, deposit, spraying, burial, abandonment, incineration, seepage,
      placement or introduction of a Hazardous Material, whether accidental or
      intentional, into the environment.

     

    


    
      
        
          
          

        

        
          10.

          
            

          

        

        
          
          

        

      

    

    


    “Representatives”
means
      with respect to Parent or the Company, as applicable, such party’s directors,
      officers, agents, consultants, advisors and other representatives.

     

    “Required
      Company Vote”
is
      defined in Section 2.2(b).
      

     

    “Required
      Parent Vote”
means,
      in respect of clause (a) of the definition of Parent Stockholder Approval
      Matters, (a) the affirmative vote of the holders of a majority of the shares
      of
      Parent IPO Shares voting at the Parent Meeting on such matter and (b) holders
      of
      less than 20% in interest of the Parent IPO Shares both vote against the
      Arrangement and demand that Parent convert such shares into cash.

     

    “Response
      Period”
is
      defined in Section 7.2(a)(ii).

     

    “SAR
      Exchange Agreements”
is
      defined in Section 5.16(b).

     

    “SEC”
means
      the United States Securities and Exchange Commission.

     

    “Securities
      Laws”
means
      the Canadian Securities Act, U.S. Securities Act, all other applicable
      provincial and United States federal and state securities laws, rules and
      regulations and published policies thereunder.

     

    “Section
      280G”
      is
      defined in Section 3.14(g).

     

    “Share
      Issuance”
means
      the issuance of Parent Common Stock in accordance with the Plan of
      Arrangement.

     

    “Software”
means
      any computer program, operating system, applications system, firmware, software
      or rights thereto of any nature, whether operational, under development or
      inactive, including all object code, source code, program files, data files,
      computer related data, field and data definitions and relationships, data
      definition specifications, data models, databases, program and system logic,
      interfaces, program modules, routines, sub-routines, algorithms, program
      architecture, design concepts, system designs, program structure, sequence
      and
      organization, screen displays and report layouts, technical manuals, user
      manuals and other documentation, whether in machine-readable form, programming
      language or any other language or symbols, and whether stored, encoded, recorded
      or written on disk, tape, film, memory, device, paper or other media of any
      nature.

     

    “Source
      Code”
means
      the human-readable form of a computer instruction, including related system
      documentation, applicable comments and procedural codes such as job
      control.

     

    “Source
      Materials”
means,
      in relation to items of Software, supporting materials that would enable a
      reasonably skilled programmer to compile, debug and support and/or make
      improvements to such Software in a commercially reasonable manner
      including:

     

    (a) any
      Source Code related thereto, reasonably annotated;

     

    (b) technical
      and system documentation including detailed design, functional, operational,
      and
      technical documentation, flow charts, diagrams, file layouts, report layouts,
      screen layouts, business rules, data and database models and structures, working
      papers and reasonably related notes and memoranda in electronic or written
      format, which were made or obtained in relation to the design and development
      of
      such Software and compilation instructions related to such
      Software;

     

    


    
      
        
          
          

        

        
          11.

          
            

          

        

        
          
          

        

      

    

    


    (c) listing
      by name, version and vendor of relevant third Persons’ compilers, utilities and
      other Software that are necessary for normal operation of such Software to
      which
      the Source Materials related including sufficient information to procure a
      license from such vendors;

     

    (d) a
      reasonably detailed listing of relevant equipment and information necessary
      for
      normal operation of such Software; and

     

    (e) all
      other
      information reasonably necessary to rebuild, install, and otherwise implement
      the Software in the context of the applicable system(s) including, without
      limitation, all relevant tools, programs, files, encryptions keys, make files,
      installation instructions, systems settings, and database settings.

     

    “Subsidiary”
means,
      with respect to a specified Person, any corporation or other Person of which
      securities or other interests having the power to elect a majority of that
      corporation’s or other Person’s board of directors or similar governing body, or
      otherwise having the power to direct the business and policies of that
      corporation or other Person (other than securities or other interests having
      such power only upon the happening of a contingency that has not occurred)
      are
      held by the specified Person or one or more of its Subsidiaries. When used
      in
      this Agreement without reference to a particular Person, “Subsidiary” means a
      Subsidiary of the Company.

     

    “Superior
      Proposal”
shall
      mean any unsolicited bona fide written Acquisition Proposal that (i) relates
      to
      not less than 50.01% of outstanding Common Shares or 50.01% of the assets of
      the
      Company and its Subsidiaries taken as a whole and (ii) which the Board of
      Directors of the Company determines, in its good faith judgment, after receiving
      the advice of the Company Financial Advisor and after taking into account all
      the terms and conditions of the Acquisition Proposal, is on terms and conditions
      more favorable from a financial point of view to the Company Shareholders than
      those contemplated by this Agreement (including any alterations to this
      Agreement agreed to in writing by Parent in response thereto in accordance
      with
      Section 7.2).

     

    “Support
      Agreement”
means
      an agreement to be made between Parent and Purchaser substantially in the form
      of Schedule K hereto, with such changes thereto as the parties hereto may
      agree.

     

    “Tax”
or
      “Taxes”
      means:

     

    (a) any
      federal, provincial, state, local, foreign and other tax, charge, fee, duty
      (including customs duty), levy or assessment, including any income, gross
      receipts, net proceeds, alternative or add-on minimum, corporation, ad valorem,
      turnover, real and personal property (tangible and intangible), sales, goods
      and
      services, alternative or add-on minimum taxes, use, franchise, excise, value
      added, stamp, leasing, lease, user, transfer, fuel, excess profits, profits,
      escheat, occupational, premium, interest equalization, windfall profits,
      severance, license, registration, payroll, environmental (including taxes under
      Section 59A of the Code), share capital, capital duty, disability, estimated,
      gains, wealth, welfare, withholding tax (including any withholding for
      employee’s income tax and other payroll deductions, and deductions and
      withholdings of tax from payments to non-residents and other third parties),
      Canada or Quebec Pension Plan premiums, workers compensation premiums,
      employment insurance, unemployment and social security or other tax of whatever
      kind (including any fee, assessment and other charges in the nature of or in
      lieu of any tax) that is imposed by any Governmental Authority;

     

    


    
      
        
          
          

        

        
          12.

          
            

          

        

        
          
          

        

      

    

    


    (b) any
      interest, fines, penalties or additions resulting from, attributable to, or
      incurred in connection with any items described in this paragraph or any related
      contest or dispute; and 

     

    (c) any
      items
      described in this paragraph that are attributable to another Person but that
      any
      Acquired Company is liable to pay by Law, by Contract or otherwise, whether
      or
      not disputed.

     

    “Tax
      Return”
means
      any report, return, declaration, election, designation, claim for refund, or
      information return or statement related to Taxes, including any schedule or
      attachment thereto, and including any amendment thereof.

     

    “Technology”
means
      technology and information of whatever nature or kind, in all cases whether
      or
      not subject to any Intellectual Property Rights and whether or not fixed in
      any
      medium or reduced to practice, including without limitation:

     

    (a) Software,
      Source Code and Source Materials;

     

    (b) business
      names, trade names, domain names, trading styles, logos, trade secrets,
      industrial designs and copyrights;

     

    (c) inventions
      (whether patentable or not), formulae, product formulations, processes and
      processing methods, technology and techniques;

     

    (d) know-how,
      trade secrets, business processes, research and technical data; and

     

    (e) software,
      studies, findings, algorithms, customer databases, instructions, guides, manuals
      and designs.

     

    “Termination
      Fee”
has
      the
      meaning ascribed thereto in Section 7.3.

     

    “Transactions”
means
      collectively, this Agreement, the Ancillary Agreements and the other
      transactions contemplated hereby and thereby, including the Arrangement and
      the
      transactions contemplated thereby.

     

    “Transaction
      Expenses”
shall
      be determined in accordance with Section 7.4 and means, with respect to each
      party, the sum of:

     

    (a) the
      accounting, advisory, legal, and other third party fees and expenses in
      connection with the Transactions, including, but not limited to, advisory fees,
      legal fees, audit fees and printing expenses; and 

     

    (b) in
      the
      case of the Company, the amounts payable under any change of control agreements
      or arrangements, or any other similar compensation paid by Parent or the
      Acquired Company or required to be assumed by the Acquired Company or the Parent
      in connection with the transactions contemplated by this Agreement, including,
      without limitation, the amounts set forth in Section 3.14(f) of the Company
      Disclosure Schedule;

     

    provided,
      however,
      that
      (A) expenses incurred by the Company pursuant to Section 7.4(b)(i) shall not
      be
      counted as Transaction Expenses of the Company and shall be counted as
      transaction expenses of Parent, (B) expenses incurred by the Company pursuant
      to
      Sections 7.4(b)(ii) and (iii), and expenses incurred by either the Company
      or
      the Parent from the engagement of an investor relations firm shall not be
      counted as Transaction Expenses of either Parent or the Company and (C) all
      expenses incurred by either the Company or Parent in procuring the consent
      to
      the Transactions from parties to Company Contracts (including Laurus Master
      Fund, Ltd. and the holders of the Company’s Convertible Debentures) shall be
      counted as transaction expenses of the Company; and provided
      further,
      however,
      that
      the foregoing shall not create an obligation on the Company to make any such
      payment or to obtain such consents (other than as specifically set forth in
      Sections 2.8(a)(ii)(5) and 5.5(b) of this Agreement). For clarification, the
      Deferred Underwriting Fees (as defined below) shall not be Transaction Expenses.
      

     

    


    
      
        
          
          

        

        
          13.

          
            

          

        

        
          
          

        

      

    

    


    “Trustee”
means
      Valiant Trust Company or any successor trustee appointed under the Voting and
      Exchange Trust Agreement.

     

    “TSX”
means
      the Toronto Stock Exchange.

     

    “Unaudited
      Statements”
is
      defined in Section 5.10.

     

    “U.S.
      GAAP”
means
      generally accepted accounting principles for financial reporting in the United
      States, as in effect as of the date of this Agreement.

     

    “U.S.
      Securities Act”
means
      the United States Securities Act of 1933, as amended, and the rules and
      regulations promulgated thereunder.

     

    “Voting
      Agreements”
are
      defined in the Recitals. 

     

    “Voting
      and Exchange Trust Agreement”
means
      an agreement to be made between Parent, Purchaser and the Trustee, substantially
      in the form of Schedule L hereto, with such changes thereto as the parties
      hereto may agree (and consented to by the Trustee).

     

    “WARN
      Act”
      shall
      mean the Worker Adjustment and Retraining Notification Act, 29 U.S.C.
      Section 2101 et
      seq.
      (1988),
      as amended, and any similar Law under state, provincial, or local
      law.

     

    1.2  Construction.
      Any
      reference in this Agreement to an “Article,” “Section,” “Exhibit” or “Schedule”
refers to the corresponding Article, Section, Exhibit or Schedule of or to
      this
      Agreement, unless the context indicates otherwise. The table of contents and
      the
      headings of Articles and Sections are provided for convenience only and are
      not
      intended to affect the construction or interpretation of this Agreement. All
      words used in this Agreement should be construed to be of such gender or number
      as the circumstances require. Each reference to “Dollars” or “$” in this
      Agreement refers to the lawful currency of the United States of America. The
      term “including” means “including without limitation” and is intended by way of
      example and not limitation. Any reference to a statute refers to the statute,
      any amendments or successor legislation, and all regulations promulgated under
      or implementing the statute, as in effect at the relevant time. Any reference
      to
      a Contract or other document as of a given date means the Contract or other
      document as amended, supplemented and modified from time to time through such
      date. References to any document being “made available” by the Company to Parent
      shall mean any of the following: (i) physical delivery to Parent or its
      authorized representatives, (ii) inclusion of such document in the Company’s
      public filings available at www.sedar.com (to the extent such document is
      available to be downloaded from such site) and (iii) deposit on or before March
      6, 2007 in the electronic data room hosted by IntraLinks, Inc. References to
      any
      document being “made available” by Parent to the Company shall mean each of the
      following: (i) physical delivery to Parent or its authorized representatives
      and
      (ii) inclusion of such document in the Company’s public filings available at
      www.sec.com (to the extent such document is available to be downloaded from
      such
      site).

     

    
      
        
        

      

      
        14.

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      2

     

    THE
      ACQUISITION

     

    2.1  Implementation
      Steps by the Company. The
      Company covenants in favor of Parent and Purchaser that the Company
      shall:

     

    (a)  subject
      to the terms of this Agreement, as soon as reasonably practicable, apply in
      a
      manner reasonably acceptable to Parent under Section 192 of the CBCA for the
      Interim Order and thereafter proceed with and diligently seek the Interim
      Order;

     

    (b)  subject
      to terms of this Agreement and in accordance with the Interim Order, as soon
      as
      reasonably practicable, convene and hold the Company Meeting for the purpose
      of
      considering, among other things, the Arrangement Resolution;

     

    (c)  subject
      to Section 7.2(a)(ii),
      not
      postpone or adjourn (other than a postponement or adjournment not exceeding
      five
      Business Days required to obtain the Required Company Vote) or cancel the
      Company Meeting without Parent’s prior written consent except as required for
      quorum purposes, to comply with requirements of applicable Law or by the
      Court;

     

    (d)  use
      commercially reasonable efforts to solicit from the Company Shareholders and
      Company Optionholders proxies in favor of the approval of the Arrangement
      Resolution, provided that the Company shall not be required to engage a proxy
      solicitation agent in connection therewith;

     

    (e)  subject
      to compliance with fiduciary duties and obtaining such approvals as are required
      by the Interim Order, proceed with and diligently pursue the application to
      the
      Court for the Final Order; and

     

    (f)  subject
      to obtaining the Final Order and satisfaction or waiver of the conditions set
      forth in Section 6.2, and in accordance with Section 2.4,
      send to
      the Director, for endorsement and filing by the Director, the Articles of
      Arrangement and such other documents as may be required in connection therewith
      under the CBCA to give effect to the Arrangement.

     

    2.2  Interim
      Order. The
      notice of petition for the application referred to in Section 2.1(a)
      shall
      request that the Interim Order provide:

     

    (a)  for
      the
      class of Persons to whom notice is to be provided in respect of the Arrangement
      and the Company Meeting and for the manner in which such notice is to be
      provided;

     

    (b)  that,
      subject to the approval of the Court, the requisite approval for the Arrangement
      Resolution shall be 662⁄3% of the votes cast on the Arrangement Resolution by
      Company Shareholders and Company Optionholders voting together as a single
      class, present in person or by proxy at the Company Meeting other than votes
      required by applicable Laws to be excluded, provided that at least a simple
      majority of the votes cast on the Arrangement Resolution by Company Shareholders
      present in person or by proxy at the Company Meeting other than votes required
      by applicable Laws to be excluded are in favor of the Arrangement Resolution
      (such approval described in this Section 2.2(b),
      the
“Required
      Company Vote”);

     

    (c)  that
      the
      terms, restrictions and conditions of the by-laws and articles of the Company,
      including quorum requirements and all other matters, shall apply in respect
      of
      the Company Meeting; 

     

    (d)  for
      the
      grant of the Dissent Rights; and

     

    (e)  for
      the
      notice requirements with respect to the presentation of the application to
      the
      Court for a Final Order.

     

    2.3  Implementation
      Steps by Parent. Parent
      covenants in favor of the Company that Parent shall:

     

    (a)  subject
      to the terms of this Agreement, as soon as reasonably practicable, prepare
      and
      file with the SEC the Proxy and Registration Statement;

     

    (b)  respond
      as promptly as reasonably practicable to comments from the staff of the SEC,
      use
      its commercially reasonable efforts to cause the Proxy and Registration
      Statement to be declared effective by the SEC and to keep the Proxy and
      Registration Statement effective as long as is necessary to consummate the
      Transactions;

     

    (c)  as
      soon
      as reasonably practicable after obtaining clearance from the SEC and subject
      to
      compliance with applicable Law and its Organizational Documents, mail the Proxy
      Statement to the Parent Stockholders and convene and hold the Parent Meeting
      for
      the purpose of considering the Parent Stockholder Approval Matters;


     

    
      
        
        

      

      
        15.

        
          

        

      

      
        
        

      

    

     

    (d)  not
      postpone or adjourn (other than a postponement or adjournment required to obtain
      the Required Parent Vote) or cancel the Parent Meeting without the Company’s
      prior written consent except as required for quorum purposes, to comply with
      the
      requirements of applicable Law; and

     

    (e)  use
      commercially reasonable efforts to solicit from the Parent Stockholders proxies
      in favor of the Parent Stockholder Approval Matters.

     

    2.4  Articles
      of Arrangement; Closing. The
      Articles of Arrangement shall implement the Plan of Arrangement. On the second
      Business Day after the satisfaction or waiver (subject to applicable Laws)
      of
      the conditions (excluding conditions that, by their terms, cannot be satisfied
      until the Closing Date, but subject to the satisfaction or, where permitted,
      waiver of those conditions as of the Closing Date) set forth in Article 4,
      and
      unless another time or date is agreed to in writing by the parties hereto (the
      “Closing
      Date”),
      the
      Articles of Arrangement shall be filed with the Director. At the Effective
      Time,
      the Arrangement will be completed in accordance with the Plan of Arrangement.
      The closing of the transactions contemplated hereby and by the Arrangement
      will
      take place in Calgary, Alberta at the offices of Macleod Dixon llp
      on the
      Closing Date (the “Closing”).

     

    2.5  Circular.
      Subject
      to compliance with Section 2.6,
      as
      promptly as reasonably practicable after the execution and delivery of this
      Agreement, the Company shall set and give notice of the record date for the
      Company Meeting as required under the Articles of the Company, complete the
      Circular together with any other documents required by the CBCA, Securities
      Laws
      or other applicable Laws in connection with the Company Meeting required to
      be
      prepared by the Company, and as promptly as is reasonably practicable after
      the
      execution and delivery of this Agreement, the Company shall, unless otherwise
      agreed by the Parties, cause the Circular and other documentation required
      in
      connection with the Company Meeting to be sent to Company Securities Holders
      and
      filed as required by the Interim Order and applicable Laws. The Circular shall
      include the recommendation of the Company’ Board of Directors that Company
      Securities Holders vote in favor of the Arrangement Resolution unless such
      recommendation has been withdrawn, modified or amended in accordance with the
      terms of this Agreement. Subject to the terms of this Agreement, the Company
      shall take all lawful action to solicit votes in favor of the Agreement
      Resolution, provided that the Company shall not be required to engage a proxy
      solicitation agent in connection therewith.

     

    
      
        
        

      

      
        16.

        
          

        

      

      
        
        

      

    

     

    2.6  Preparation
      of Filings

     

    (a)  Parent
      and the Company shall co-operate in the preparation of any application for
      the
      Regulatory Approvals and any other orders, registrations, consents, filings,
      rulings, exemptions, no-action letters and approvals and the preparation of
      any
      documents reasonably deemed by either of the Parties to be necessary to
      discharge its respective obligations or otherwise advisable under applicable
      Laws in connection with the Arrangement and this Agreement as promptly as
      practicable hereafter, including but not limited to any orders required from
      the
      applicable Governmental Authorities to permit the issuance and first resale
      of
      the Exchangeable Shares and the Parent Shares pursuant to the Arrangement and
      the issuance and first trade of the Parent Shares to be issued from time to
      time
      upon exchange of the Exchangeable Shares, exercise of the Company Options and
      Company Warrants or the conversion of the Convertible Debentures, if
      any.

     

    (b)  Parent
      and the Company shall co-operate in the preparation, filing and mailing of
      the
      Circular. The Company shall provide Parent with a reasonable opportunity to
      review and comment on the Circular prior to its mailing to Company Securities
      Holders and filing in accordance with the Interim Order and applicable Laws.
      Parent acknowledges that whether or not such comments are appropriate or any
      revisions will be made as a result thereof to Circular will be determined solely
      by the Company acting reasonably. Parent agrees to provide on a timely basis
      all
      information concerning Parent and Purchaser reasonably requested by the Company
      for inclusion in the Circular.

     

    (c)  The
      Company shall ensure that the Circular complies with the Interim Order and
      all
      applicable Laws in all material respects and, without limiting the generality
      of
      the foregoing, that the Circular does not contain any untrue statement of a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements contained therein not misleading in light
      of
      the circumstances under which they are made (other than with respect to any
      information relating to and provided by Parent).

     

    (d)  The
      Company shall furnish to the Parent and Purchaser all such information
      concerning it and the Company Securities Holders as may be required to carry
      out
      the actions described under this Agreement or to implement the transactions
      contemplated hereunder.

     

    (e)  Parent
      shall ensure that the information supplied by it for inclusion in the Circular
      will, at the time of the mailing of the Circular, not contain any material
      misstatement, untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they are made, not
      misleading.

     

    (f)  Parent
      and the Company shall co-operate in the preparation, filing and mailing of
      the
      Proxy and Registration Statement. Parent shall provide the Company with a
      reasonable opportunity to review and comment on the Proxy and Registration
      Statement prior to its mailing to Parent Stockholders and filing with the SEC.
      The Company acknowledges that whether or not such comments are appropriate
      or
      any revisions will be made as a result thereof to Proxy and Registration
      Statement will be determined solely by Parent acting reasonably. The Company
      agrees to provide on a timely basis all information concerning the Acquired
      Companies reasonably requested by Parent for inclusion in the Proxy and
      Registration Statement.

     

    
      
        
        

      

      
        17.

        
          

        

      

      
        
        

      

    

     

    (g)  Parent
      shall ensure that the Proxy and Registration Statement complies with all
      applicable Laws and, without limiting the generality of the foregoing, that
      the
      Proxy and Registration Statement shall not contain any untrue statement of
      a
      material fact or omit to state any material fact required to be stated therein
      or necessary in order to make the statements therein, in light of the
      circumstances under which they are made, not false or misleading (other than
      with respect to any information relating to and provided by the Acquired
      Companies). 

     

    (h)  The
      Company shall ensure that the information supplied by the Acquired Companies
      for
      inclusion in the Proxy Statement will, at the time of the mailing of the Proxy
      Statement, not contain any untrue statement of a material fact or omit to state
      any material fact required to be stated therein or necessary in order to make
      the statements therein, in light of the circumstances under which they are
      made,
      not false or misleading.

     

    (i)  Each
      of
      the Company and Parent shall promptly notify the other if at any time before
      the
      Effective Time it becomes aware that the Circular, the Proxy and Registration
      Statement, an application for a Regulatory Approval or any other order,
      registration, consent, ruling, exemption, no-action letter or approval, or
      any
      circular or other filing under applicable Laws contains an untrue statement
      of a
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements contained therein not misleading in light
      of
      the circumstances in which they are made, or that otherwise is erroneous or
      requires an amendment or supplement, and the Parties shall co-operate in the
      preparation of such amendment or supplement as required. The Company shall
      promptly provide a copy to the Parent of any communications or notices received
      from any Governmental Authority in respect of the Circular, this Agreement,
      the
      Plan of Arrangement or the transaction contemplated hereunder. Parent shall
      promptly provide a copy to the Company of any written communications received
      from the staff of the SEC relating to the Proxy and Registration Statement,
      the
      Prospectus or the Proxy Statement.

     

    2.7  Securities
      Holders/Stockholder Communications and Public Announcements.
The
      Company and Parent agree to co-operate in the preparation of presentations,
      if
      any, to Company Securities Holders or Parent Stockholders regarding the
      Arrangement, and no Party shall issue any press release or otherwise make public
      statements with respect to the Arrangement or this Agreement without the consent
      of the other Party, and the Company shall not make any filing with any
      Governmental Authority with respect thereto without prior consultation with
      Parent and Parent shall not make any filing with any Governmental Authority
      without prior consultation with the Company; provided,
      however,
      that
      the foregoing shall be subject to each Party’s overriding obligation to make any
      disclosure or filing required under applicable Laws, and the Party making such
      disclosure or filing shall use all commercially reasonable efforts to give
      prior
      oral and written notice to the other Party and reasonable opportunity to review
      or comment on the disclosure or filing (other than with respect to confidential
      information contained in such disclosure or filing), and if such prior notice
      is
      not possible, to give such notice immediately following the making of such
      disclosure or filing. Parent and the Company will consult with each other
      concerning the means by which the employees, customers, suppliers and others
      having dealings with the Acquired Companies will be informed of the
      Transactions.

     

    2.8  Closing
      Deliveries.

     

    (a)  At
      the
      Closing, the Company will deliver or cause to be delivered to Parent and
      Purchaser:

     

    (i)  a
      certificate substantially in the form of Schedule F, dated as of the
      Closing Date, executed by an officer of the Company confirming the satisfaction
      of the conditions specified in Sections 6.1(a)
      and
6.1(b);
      and

     

    
      
        
        

      

      
        18.

        
          

        

      

      
        
        

      

    

     

    (ii)  a
      certificate substantially in the form of Schedule G of an officer of each
      Acquired Company dated as of the Closing Date and attaching with respect to
      each
      Acquired Company:

     

    (1)  the
      Acquired Company’s Organizational Documents, and if applicable, certified by the
      Governmental Authority of the jurisdiction of the Acquired Company’s
      organization not more than five Business Days prior to the Closing
      Date;

     

    (2)  a
      certificate of good standing of the Acquired Company issued not more than five
      Business Days prior to the Closing Date;

     

    (3)  all
      resolutions of the board of directors of the Company relating to the approval
      of
      this Agreement and the Transactions;

     

    (4)  incumbency
      and signatures of the officers of the Company executing this Agreement or any
      other agreement contemplated by this Agreement; and

     

    (5)  the
      consents to the change of control of the Company from the other party or parties
      to the Company Contracts set forth on Schedule 2.8.

     

    (b)  At
      the
      Closing, Parent will deliver or cause to be delivered to the Company or the
      Company Affiliates or to the holders of Company SARs, as
      applicable:

     

    (i)  a
      certificate substantially in the form of Schedule H, dated as of the
      Closing Date, executed by Parent confirming the satisfaction of the conditions
      specified in Sections 6.2(a)
      and
6.2(b);
      and

     

    (ii)  a
      certificate substantially in the form of Schedule I of an officer of each
      of Parent, Canco and Purchaser dated as of the Closing Date and attaching with
      respect to Parent and Purchaser:

     

    (1)  Parent’s,
      Canco’s and Purchaser’s Organizational Documents, and if applicable, certified
      by the Governmental Authority of the jurisdiction of its organization not more
      than five Business Days prior to the Closing Date;

     

    (2)  a
      certificate of good standing of Parent, Canco and Purchaser issued not more
      than
      five Business Days prior to the Closing Date;

     

    (3)  all
      resolutions of the board of directors or other authorizing body (or a duly
      authorized committee thereof) of Parent, Canco and Purchaser relating to this
      Agreement and the Transactions;

     

    (4)  incumbency
      and signatures of the officers of Parent, Canco and Purchaser executing this
      Agreement or any other agreement contemplated by this Agreement;

     

    (iii)  the
      Amended and Restated Registration Rights Agreement, executed by Parent, the
      Initial Parent Stockholders and the Company Affiliates; and

     

    (iv)  The
      SAR
      Exchange Agreements, executed by Parent.

     

    
      
        
        

      

      
        19.

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      3

     

    REPRESENTATIONS
      AND WARRANTIES OF COMPANY

     

    The
      Company represents and warrants to Parent and Purchaser that except as set
      forth
      (x) in the Company Disclosure Schedule, (y) in the Company Documents filed
      with
      the Canadian Securities Administrators via the SEDAR filing system prior to
      the
      execution of this Agreement or (z) in the Company’s registration statement on
      Form 20-F filed with the SEC by way of a confidential filing on December 19,
      2006, as amended and filed with the SEC by way of a confidential filing on
      February 7, 2007 (the “Form
      20-F”),
      which
      Form 20-F has previously been delivered to Parent (it being understood that
      any
      matter in such Company Disclosure Schedule, such Company Documents or the Form
      20-F shall be deemed disclosed with respect to any section of this Article
      3 to
      which the matter relates, to the extent the relevance of such matter to such
      section is reasonably apparent and to the extent the materiality of such matter
      is reasonably apparent):

     

    3.1  Organization
      and Good Standing.
      Each
      Acquired Company is a corporation duly incorporated, validly existing and in
      good standing under the Laws of the jurisdiction of its incorporation and has
      all requisite corporate power and authority to own, lease and operate its
      properties and assets and to conduct its business as presently conducted. Each
      Acquired Company is duly qualified or licensed to do business and, where
      applicable as a legal concept, is in good standing as a foreign corporation
      in
      each jurisdiction in which the character of the properties it owns, operates
      or
      leases or the nature of its activities makes such qualification or licensure
      necessary, except for such failures to be so qualified, individually or in
      the
      aggregate, have not had, and may not reasonably be expected to have, a Company
      Material Adverse Effect. Section 3.1 of the Company Disclosure Schedule
      sets forth an accurate and complete list of each Acquired Company’s jurisdiction
      of incorporation and the other jurisdictions in which it is authorized to do
      business and a complete and accurate list of the current directors and officers
      of each Acquired Company. The Company has made available to the Parent accurate
      and complete copies of the Organizational Documents of each Acquired Company,
      as
      currently in effect, and no Acquired Company is in default under or in violation
      of any provision thereof.

     

    3.2  Authority
      and Enforceability.

     

    (a)  As
      of the
      date hereof, the Board of Directors of the Company, after consultation with
      its
      financial and legal advisors, has determined unanimously that the Arrangement
      is
      in the best interests of the Company and has resolved unanimously to recommend
      to the Company Securities Holders that they vote their Common Shares or Company
      Options in favor of the Arrangement. Subject to compliance with the CBCA, the
      Board of Directors of the Company has unanimously approved the Arrangement
      and
      the execution and performance of this Agreement. The Board of Directors of
      the
      Company has received a Fairness Opinion from William Blair &
Company or
      another financial advisor of national reputation (the “Company
      Financial Advisor”).
      Promptly following receipt of the written Fairness Opinion, the Company shall
      provide a complete copy of the Fairness Opinion to Parent. 

     

    (b)  The
      only
      vote of holders of securities of the Company necessary to approve the
      Arrangement is, subject to any requirements of the Interim Order, the Required
      Company Vote.

     

    (c)  The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement and each of the Ancillary Agreements to which the Company is
      a
      party and to perform the Company’s obligations under this Agreement and each
      such Ancillary Agreement. The execution, delivery and performance of this
      Agreement and the Ancillary Agreements have been duly authorized by all
      necessary action on the part of the Company, except for the Required Company
      Vote. This Agreement has been duly executed and delivered by the Company and
      constitutes the legal, valid and binding obligation of the Company, enforceable
      against the Company in accordance with its terms, except as enforceability
      may
      be limited by bankruptcy and other similar laws and general principles of
      equity.

     

    
      
        
        

      

      
        20.

        
          

        

      

      
        
        

      

    

     

    (d)  Upon
      the
      execution and delivery by the Company of the Ancillary Agreements to which
      the
      Company is a party, such Ancillary Agreements will constitute the legal, valid
      and binding obligations of the Company, enforceable against the
      Company
      in
      accordance with their terms, except as enforceability may be limited by
      bankruptcy and other similar laws and general principles of equity.

     

    3.3  No
      Conflict. Neither
      the execution and delivery of this Agreement, nor the consummation or
      performance of the Transactions, will: 

     

    (a)  directly
      or indirectly (with or without notice, lapse of time or both) conflict with,
      result in a breach or violation of, constitute a default (or give rise to any
      right of termination, cancellation, acceleration, suspension or modification
      of
      any obligation or loss of any benefit) under, constitute a change in control
      under, result in any payment becoming due under, result in the imposition of
      any
      Encumbrances on any of the Common Shares or any of the properties or assets
      of
      any Acquired Company under, or otherwise give rise to any right on the part
      of
      any Person to exercise any remedy or obtain any relief under: (i) the
      Organizational Documents of any Acquired Company; (ii) any Governmental
      Authorization, except as set forth in Section 3.3(b); (iii) any Material
      Contract; or (iv) any Law or Judgment applicable to any Acquired Company or
      any
      of their respective properties or assets, except as set forth in Section 3.3(b);
      or 

     

    (b)  require
      any Acquired Company to obtain any consent, waiver, approval, ratification,
      permit, license, Governmental Authorization or other authorization of, give
      any
      notice to, or make any filing or registration with, any Governmental Authority
      or other Person, except
      for (i) the mailing of the Circular to Company Securities Holders and filing
      the
      Circular according to the Interim Order, (ii) such consents, approvals, orders,
      authorizations, registrations, declarations and filings as may be required
      under
      applicable securities laws, the Hart-Scott-Rodino Antitrust Improvements Act
      of
      1976, as amended (the “HSR
      Act”)
      and
      the comparable laws of any foreign country reasonably determined by the parties
      to be required and (iii) such other consents, waivers, approvals, ratifications,
      permits, licenses, Governmental Authorizations or other authorizations, or
      notices, filings or registrations which, if not obtained or made, would not
      be
      material to the Company or Parent or have a material adverse effect on the
      ability of the parties to consummate the Transactions.

     

    (c)  The
      aggregate value of all the assets in Canada of the Acquired Companies or the
      annual gross revenues from sales in and from Canada generated from all the
      assets in Canada of the Acquired Companies, as determined pursuant to subsection
      110(2) of the Competition Act, do not exceed, in either case, Cdn.$50 million,
      and the Acquired Companies together with their Affiliates do not have assets
      in
      Canada that exceed Cdn.$400 million or annual gross revenues from sales in,
      from
      and into Canada that exceed Cdn.$400 million, in either case, as determined
      pursuant to section 109 of the Competition Act.

     

    (d)  The
      aggregate value of the assets of the Canadian Acquired Companies, calculated
      in
      the manner prescribed by the Investment Canada Act, is less than Cdn.$281
      million and none of the Canadian Acquired Companies (i) engages in the
      production of uranium or own an interest in a producing uranium property in
      Canada, (ii) provides a financial service (as such term is defined in the
      Investment Canada Act), (iii) provides any transportation service (as such
      term is defined in the Investment Canada Act), or (iv) is a cultural
      business (as such term is defined in the Investment Canada Act).

     

    
      
        
        

      

      
        21.

        
          

        

      

      
        
        

      

    

     

    3.4  Capitalization
      and Ownership.

     

    (a)  The
      authorized capital of the Company consists of an unlimited number of Common
      Shares, without nominal or par value. Section 3.4 of the Company Disclosure
      Schedule sets forth as of the date hereof:

     

    (i)  the
      number of issued and outstanding Common Shares;

     

    (ii)  the
      number of outstanding Company Options, warrants, stock appreciation rights,
      restricted stock units and other securities convertible or exchangeable for
      Common Shares or settleable in Common Shares and the number of Common Shares
      reserved for issuance upon exercise or conversion of all such Company Options,
      warrants, stock appreciation rights, restricted stock units and other
      securities; and

     

    (iii)  all
      Company Stock Plans, indicating for each Company Stock Plan, as of such date,
      the number of Company Options and Company SARs issued under such Company Stock
      Plan, the number of Common Shares subject to outstanding options or other
      equity-based awards under such Company Stock Plan and the number of Common
      Shares reserved for future issuance under such Company Stock Plan; and


     

    (iv)  all
      outstanding Company Options and other equity based awards, including any stock
      appreciation awards or restricted stock units, indicating with respect to each
      such Company Option or other equity-based award, the name of the holder thereof,
      Company Stock Plan under which it was granted, the number of Common Shares
      subject to such Company Option or other equity-based award, the exercise price
      (if applicable), the date of grant, and the vesting schedule, including whether
      (and to what extent) the vesting will be accelerated in any way by the
      consummation of the transactions contemplated by this Agreement or by
      termination of employment or change in position following consummation of the
      transactions contemplated by this Agreement. The Company has made available
      to
      the Parent complete and accurate copies of all Company Stock Plans and the
      forms
      of all stock option agreements evidencing Company Options, Company SARs and
      other agreements relating to other equity-based awards.

     

    (b)  Prior
      to
      and as of the date of this Agreement, no dividends have been declared, reserved
      or set aside with respect to any Common Shares. Upon the consummation of the
      Transactions, Purchaser will be the beneficial owner of the entire equity
      interest in the Company, free and clear of all Encumbrances. 

     

    (c)  Section 3.4
      of the Company Disclosure Schedule sets forth for each Subsidiary:

     

    (i)  its
      authorized share capital; and 

     

    (ii)  the
      number of issued and outstanding shares of its authorized share capital and
      the
      record and beneficial owners thereof.

     

    No
      Acquired Company owns, controls or has any rights to acquire, directly or
      indirectly, any shares or other equity interests or debt instruments of any
      Person. All of the outstanding equity securities and other securities of each
      Subsidiary are owned of record and beneficially by one or more of the Acquired
      Companies, free and clear of all Encumbrances, in the respective amounts set
      forth in Section 3.4(c) of the Company Disclosure Schedule. 

     

    
      
        
        

      

      
        22.

        
          

        

      

      
        
        

      

    

     

    (d)  Except
      as
      set forth in this Section 3.4, (i) there are no equity securities of any class
      of any Acquired Company, or any security exchangeable into or exercisable for
      such equity securities, issued, reserved for issuance or outstanding; and (ii)
      there are no options, warrants, equity securities, calls, rights or other
      Company Contracts obligating any Acquired Company to issue, exchange, transfer,
      deliver or sell, or cause to be issued, exchanged, transferred, delivered or
      sold, additional shares or other equity interests of any Acquired Company or
      any
      security or rights convertible into or exchangeable or exercisable for any
      such
      shares or other equity interests, or obligating any Acquired Company to grant,
      extend, accelerate the vesting of, otherwise modify or amend or enter into
      any
      such option, warrant, equity security, call, right, or Contract. 

     

    (e)  There
      are
      no Company Contracts or, to the Knowledge of the Company, Contracts to which
      any
      Company Shareholder or any Affiliate of any Acquired Company or any Company
      Shareholder is a party or by which any Company Shareholder or any Affiliate
      of
      any Acquired Company or any Company Shareholder is bound with respect to the
      voting (including voting trusts or proxies), registration under the U.S.
      Securities Act or
      any
      other Securities Laws (including the qualification of a prospectus under
      Canadian Securities Law), or the sale or transfer (including Contracts imposing
      transfer restrictions) of any shares or other equity interests of any Acquired
      Company. No holder of indebtedness of any Acquired Company has any right to
      convert or exchange such indebtedness for any equity securities or other
      securities of any Acquired Company. No holders of outstanding indebtedness
      of
      any Acquired Company have any rights to vote for the election of directors
      of
      any Acquired Company or to vote on any other matter on which holders of capital
      stock of any Acquired Company may vote. 

     

    (f)  All
      of
      the Common Shares and the issued and outstanding equity securities of each
      Subsidiary are duly authorized, validly issued, fully paid, non-assessable,
      not
      subject to or issued in violation of any purchase option, right of first
      refusal, pre-emptive right, subscription right or any similar right and have
      been issued in compliance with all applicable Laws. No legend or other reference
      to any purported Encumbrance appears on any certificate representing the Common
      Shares (other than legends referring to transfers in compliance with applicable
      Securities Laws) or any equity securities of any Subsidiary.

     

    (g)  There
      are
      no obligations, contingent or otherwise, of any Acquired Company to repurchase,
      redeem or otherwise acquire any shares or other equity interests of any Acquired
      Company. No Acquired Company is subject to any obligation or requirement to
      provide funds to or make any investment (in the form of a loan, capital
      contribution or otherwise) in any Subsidiary or any other Person. Except to
      the
      extent arising pursuant to applicable take-over or similar Laws, there is no
      rights agreement, “poison pill” anti-take-over plan or other similar agreement
      or understanding to which any of the Acquired Companies is a party or by which
      it or they are bound with respect to any equity security of any class of any
      Acquired Company.

     

    3.5  Financial
      Statements and Compliance.

     

    (a)  Attached
      as Section 3.5(a) of the Company Disclosure Schedule are the financial
      statements (collectively, the “Financial
      Statements”)
      comprising the audited consolidated balance sheets of the Company as of December
      31, 2005, December 25, 2004 and December 27, 2003 and the unaudited consolidated
      balance sheet of the Company as of September 30, 2006 (the “Balance
      Sheet”),
      the
      audited consolidated statements of operations and deficit, changes in
      shareholders’ equity and cash flow for each of the fiscal years then ended, the
      unaudited consolidated statements of operations and deficit, changes in
      shareholders’ equity and cash flow for the nine months ended September 30, 2006,
      including in each case any notes thereto, together with, in the case of the
      audited financial statements, the report thereon of Ernst & Young LLP,
      independent chartered accountants.

     

    
      
        
        

      

      
        23.

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Financial Statements (including the notes thereto) are consistent with the
      books
      and records of the Company and have been prepared in accordance with Canadian
      generally accepted financial principles (“Canadian
      GAAP”)
      consistently applied throughout the periods involved. The Financial Statements
      fairly present in all material respects the financial condition and the results
      of operations, changes in shareholders’ equity and cash flow of the Company as
      of the respective dates and for the periods indicated therein, all in accordance
      with Canadian GAAP. No financial statements of any Person other than the
      Acquired Companies are required by Canadian GAAP to be included in the financial
      statements of the Company.

     

    (c)  The
      Acquired Companies have been in compliance with all Laws applicable to them
      or
      by which their properties are bound or affected, other than non-compliance
      that
      does not have, and would not reasonably be expected to have, individually or
      in
      the aggregate, a Company Material Adverse Effect. The Company has filed all
      forms, reports and documents required to be filed by the Company with the
      Canadian Securities Administrators via the SEDAR filing system since January
      1,
      2006, and has made available to Parent such forms, reports and documents in
      the
      form filed (such documents together “Company
      Documents”).
      All
      such Company Documents are publicly and freely available on www.sedar.com and
      the Company has not filed any confidential material change report with any
      securities commission or the TSX that remains confidential as of the date
      hereof. As of their respective dates, all such forms, reports and documents
      of
      the Company (i) were prepared in accordance with applicable Laws in all material
      respects and (ii) did not at the time they were filed (or if amended or
      superseded by a filing before the date of this Agreement, then on the date
      of
      such filing) contain any untrue statement of a material fact or omit to state
      a
      material fact required to be stated therein or necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading. No Acquired Company (other than the Company) is required
      to file any forms, reports or other documents pursuant to Securities Laws with
      any securities commission in Canada or with the TSX.

     

    (d)  The
      Form
      20-F did not at the time it was filed (or if amended or superseded by a filing
      before the date of this Agreement, then on the date of such filing) contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein, in the light
      of
      the circumstances in which they were made, not misleading in any material
      respect.

     

    (e)  There
      are
      no amendments or modifications that have not yet been filed pursuant to
      Securities Laws but that are required to be filed, to agreements, documents
      or
      other instruments that previously had been filed by the Company pursuant to
      Securities Laws.

     

    (f)  The
      Company maintains a system of internal accounting controls sufficient to provide
      reasonable assurance that:

     

    (i)  all
      transactions are executed in accordance with management’s general or specific
      authorizations;

     

    (ii)  all
      transactions are recorded as necessary to permit the preparation of financial
      statements in conformity with Canadian GAAP and to maintain proper
      accountability for assets;

     

    (iii)  access
      to
      assets is permitted only in accordance with management’s general or specific
      authorization; and

     

    (iv)  the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.

    
 

    
      
        
          
          

        

        
          24.

          
            

          

        

        
          
          

        

      

    

    


    The
      Company maintains a process for internal control over financial reporting
      sufficient to provide reasonable assurance regarding the reliability of
      financial reporting and the preparation of financial statements of the Company
      for external purposes in accordance with Canadian GAAP and includes those
      policies and procedures that (x) pertain to maintenance of records that in
      reasonable detail accurately and fairly reflect the transactions and
      dispositions of assets of the Company, (y) provide reasonable assurance that
      transactions are recorded as necessary to permit preparation of the financial
      statements of the Company in accordance with Canadian GAAP and that receipts
      and
      expenditures of the Company are made only in accordance with authorizations
      of
      the management of the Company and (z) provide reasonable assurance
      regarding prevention or timely detection of unauthorized acquisition, use or
      disposition of the Company’s assets that could have a material effect on the
      financial statements of the Company. 

     

    (g)  The
      Company maintains disclosure controls and procedures to provide reasonable
      assurance that material information required to be disclosed by the Company
      under Canadian Securities Laws is recorded, processed, summarized and reported
      within the time periods specified in such Laws.

     

    3.6  No
      Undisclosed Liabilities.
      Except
      as to Taxes, the representation and warranties of the Company as to which are
      set forth in Section 3.9, there are no material liabilities or obligations
      of
      any Acquired Company whatsoever (whether matured or unmatured, known or unknown,
      fixed or contingent or otherwise), except (i) to the extent expressly
      reflected on or reserved against in, or otherwise disclosed in the notes to,
      the
      Balance Sheet, (ii) liabilities or obligations incurred in the ordinary course
      of business under the Company Contracts, (iii) liabilities or obligations
      arising in the ordinary course of business after the date of the Balance Sheet
      consistent (in amount and kind) with past practice (none of which is a material
      liability or material obligation arising from any breach of contract, breach
      of
      warranty, tort, infringement claim, violation of Law or any suit, claim, action
      or proceeding) and (iv) liabilities in respect of Transaction Expenses of the
      Company.

     

    3.7  Transactions
      with Affiliates and Employees.
      Except
      as set forth in the Company’s reports filed pursuant to the Securities Laws,
      none of the officers or directors of the Acquired Companies and, to the
      knowledge of the Company, none of the employees of the Acquired Companies is
      presently a party to any transaction with an Acquired Company (other than for
      services as employees, officers and directors), including any contract,
      agreement or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director or such employee or, to
      the
      knowledge of the Company, any entity in which any officer, director, or any
      such
      employee has a substantial interest or is an officer, director, trustee or
      partner, in each case in excess of $60,000 other than (i) for payment of salary
      or consulting fees for services rendered, (ii) reimbursement for expenses
      incurred on behalf of an Acquired Company and (iii) for other employee benefits,
      including stock option or share appreciation rights agreements under any stock
      option plan or share appreciation rights plan of an Acquired
      Company.

     

    3.8  Absence
      of Certain Changes or Events.
      Since
      the date of the Balance Sheet, there has not been: (i) any Company Material
      Adverse Effect, (ii) any change by an Acquired Company in its accounting
      methods, principles or practices, except as required by concurrent changes
      in
      Canadian GAAP or the rules and regulations promulgated under the Securities
      Laws, (iii) any revaluation by an Acquired Company of any of its assets,
      including, without limitation, writing down the value of capitalized inventory
      or writing off notes or accounts receivable other than in the ordinary course
      of
      business or (iv) any split, combination or reclassification of any Acquired
      Company’s capital stock.

     

    
      
        
        

      

      
        25.

        
          

        

      

      
        
        

      

    

     

    3.9  Taxes.
      

     

    (a)  Each
      Acquired Company has prepared and timely filed with the appropriate Governmental
      Authority all material Tax Returns required to be filed by it and all such
      Tax
      Returns are true, correct and complete in all material respects and have been
      completed in accordance with applicable Law. 

     

    (b)  Each
      Acquired Company will have duly and timely paid all material Taxes it shall
      have
      been required to pay as of the Effective Time, including all installments on
      account of any such Taxes, in respect of periods up to and including the
      Effective Time. Each Acquired Company will have duly and timely withheld from
      each amount paid or credited by it on or before the Effective Time the amount
      of
      all material Taxes and other deductions it shall have been required under any
      applicable Tax Laws to have deducted or withheld therefrom as of the Effective
      Time and will have set aside in trust or duly and timely remitted all such
      amounts withheld to the relevant Governmental Authority within the time
      prescribed under any applicable Tax Law. Without limitation, each Acquired
      Company will have withheld with respect to its employees (and timely paid over
      to the appropriate Taxing authority) all material Taxes required to be withheld
      by it as of the Effective Time. To the extent required by applicable Law, all
      such amounts shall have been remitted or paid over to the proper Governmental
      Authority or, to the extent not yet due and payable, held in separate bank
      accounts for such purpose and designated as such.

     

    (c)  Each
      Acquired Company will have duly and timely collected all amounts on account
      of
      any goods, services, sales, value added, or transfer or other taxes required
      by
      Law to have been collected by it as of the Effective Time and shall have duly
      set aside in trust or timely remitted to the appropriate Governmental Authority
      any and all such amounts required by Law to be remitted by it. 

     

    (d)  No
      Acquired Company has been delinquent in the payment of any material Tax, nor
      has
      any Acquired Company received any written notice regarding, nor does the Company
      have any Knowledge of, any Tax deficiency or adjustment outstanding, assessed
      or
      proposed against any Acquired Company. No Acquired Company has requested,
      offered to enter into, entered into, or executed, any agreement, waiver or
      other
      arrangement providing for any waiver of any statute of limitations or any
      extension of time with respect to (i) any assessment, reassessment or collection
      of Taxes, (ii) the filing of any Tax Return, (iii) the filing of any election,
      designation or similar filing relating to Taxes, or (iv) the payment or
      remittance of any Taxes or amounts on account of Taxes by any Acquired Company.
      There are no matters that are the subject of any written agreement between
      any
      Acquired Company and any Governmental Authority relating to any claims for
      additional Taxes, nor, to the Company’s Knowledge, are there any such matters
      pertaining to possible Tax claims against any Acquired Company under discussion
      with any Governmental Authority. 

     

    (e)  No
      Proceeding, audit or other examination, assessment, reassessment, request for
      information, objection or appeal relating to any Tax Return, or otherwise
      relating to Taxes of any Acquired Company is in progress, pending or threatened
      nor has any Acquired Company been notified in writing of, nor does the Company
      have any Knowledge of, any such Proceeding, audit, examination, assessment,
      reassessment, request, objection or appeal. No adjustment relating to any Tax
      Return filed by any Acquired Company has been proposed in writing by any
      Governmental Authority to any Acquired Company or any representative thereof
      and
      no written claim has been made by a Governmental Authority in a jurisdiction
      where an Acquired Company does not file Tax Returns that an Acquired Company
      is
      or may be subject to taxation by that jurisdiction. 

     

    (f)  Except
      as
      reasonably would not be likely to result in any material liability to the
      Acquired Company (in any individual case or in the aggregate), no Acquired
      Company had, as of September 30, 2006, any liability for unpaid Taxes, whether
      asserted or unasserted, contingent or otherwise, that has not been accrued
      or
      reserved against on the Balance Sheet in accordance with Canadian GAAP. Since
      September 30, 2006, no Acquired Company has incurred any liability for Taxes,
      whether asserted or unasserted, contingent or otherwise, other than in the
      ordinary course of business. Amounts of Taxes that have accrued but which are
      not yet due and payable as of the Effective Time will be provided for in any
      interim financial statements of the Acquired Companies if and to the extent
      required under Canadian GAAP.

     

    
      
        
        

      

      
        26.

        
          

        

      

      
        
        

      

    

     

    (g)  Each
      Acquired Company has made available to Parent or its legal counsel or
      accountants true and complete copies of all Tax Returns for (and non privileged
      studies and opinions related thereto) for such Acquired Company for its last
      three taxable years.

     

    (h)  To
      the
      Knowledge of the Company, no Acquired Company has applied to any Governmental
      Authority for permission to change its taxation year end or method of computing
      income or Taxes, or for any tax ruling, or technical interpretation. Except
      as
      disclosed to the Parent in writing prior to the Effective Time, between the
      date
      hereof and the Effective Time, no Acquired Company shall have made, revoked
      or
      rescinded any Tax election or designation, or made, revoked or rescinded any
      settlement or compromise of any liability with respect to Taxes, or amended
      or
      refiled any Tax Return.

     

    (i)  There
      are
      no Liens on the assets of any Acquired Company relating to or attributable
      to
      Taxes, other than Liens for Taxes not yet due and payable and for which adequate
      reserves have been recorded on line items on the Balance Sheet. To the Knowledge
      of the Company, no state of facts exists or has existed that would constitute
      grounds for the assessment of any liability for Taxes with respect to any
      taxable period not yet audited by the relevant Governmental Authority which
      would result in any material Lien for Taxes on the assets of any Acquired
      Company. 

     

    (j)  No
      Acquired Company has filed any consent agreement under Section 341(f) of the
      Code or agreed to have Section 341(f)(2) of the Code apply to any disposition
      of
      a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned
      by an
      Acquired Company.

     

    (k)  Except
      for customary agreements to indemnify lessors, licensors, lenders and debt
      security holders in respect of Taxes, (a) no Acquired Company is party to or
      has
      any obligation under any Tax sharing, indemnity or allocation agreement or
      arrangement, including any advance pricing agreement, closing agreement or
      other
      agreement relating to Taxes with any Governmental Authority, (b) no
      Acquired Company (i) has ever been a member of an affiliated group (within
      the
      meaning of Code §1504(a)) filing a U.S. consolidated federal income Tax Return
      (other than a group the common parent of which is a subsidiary of the Company),
      or (ii) has any liability for the Taxes of any person (other than Company or
      any
      Subsidiary) under U.S. Treas. Reg. § 1.1502-6 or any similar provision of
      Canadian federal, provincial, state, local or foreign law, whether as a
      transferee successor or otherwise, by contract, or otherwise.

     

    (l)  No
      Acquired Company has constituted either a “distributing corporation” or a
“controlled corporation” in a distribution of stock intended to qualify for
      tax-free treatment under Section 355 of the Code (x) in the two years prior
      to
      the date of this Agreement or (y) in a distribution which could otherwise
      constitute part of a “plan” or “series of related transactions” (within the
      meaning of Section 355(e) of the Code) in conjunction with the
      Arrangement.

     

    (m)  To
      the
      Knowledge of the Company, each Acquired Company is in compliance with all terms
      and conditions of any Tax exemption, Tax holiday, provision relating to its
      entitlement to Tax credits, or other Tax reduction agreement or order
      (“Tax
      Incentive”),
      in
      all material respects.

     

    
      
        
        

      

      
        27.

        
          

        

      

      
        
        

      

    

     

    (n)  Each
      Acquired Company is, and at all times has filed its Tax Returns on the basis
      that it is, resident for Tax purposes in its country of incorporation or
      formation and has not at any time been treated by any Governmental Authority
      as
      resident in any other country for any Tax purpose (including any treaty,
      convention or arrangement for the avoidance of double taxation). No Acquired
      Company has filed any Tax Return on the basis that it is subject to Tax in
      any
      jurisdiction other than its country of incorporation or formation (and political
      subdivisions thereof).

     

    (o)  No
      Tax
      liabilities exist under or in respect of any Company Plans.

     

    (p)  No
      Acquired Company has filed a statement pursuant to Section 1.6011-4 of the
      Treasury Regulations pertaining to participation in any “listed transaction”
within the meaning of Treasury
      Regulation Section 1.6011-4(b)(2).

     

    (q)  No
      Acquired Company has made an election to be treated as a domestic corporation
      pursuant to Section 897(i) of the Code.

     

    3.10  Company
      Intellectual Property.

     

    (a)  Section 3.10(a)
      of the Company Disclosure Schedule lists all Owned IP that has been registered
      or filed with, or issued under the authority of, any government authority
      (including without limitation all patents, registered copyrights, registered
      trademarks, and all applications for any of the foregoing) (the “Registered
      Owned IP”),
      and
      lists any proceedings or actions before any court, tribunal (including the
      United States Patent and Trademark Office, United States Copyright Office,
      or
      equivalent authority anywhere in the world) related to such Intellectual
      Property Rights.

     

    (b)  No
      Owned
      IP (and, to the Knowledge of the Company, no Licensed IP) is subject to any
      proceeding or outstanding decree, order, judgment, contract, license, agreement,
      or stipulation that (i) restricts in any material manner the use, transfer,
      or licensing thereof by any Acquired Company, or (ii) may affect the
      validity, use or enforceability of such Intellectual Property
      Rights.

     

    (c)  All
      of
      the Acquired Company’s Intellectual Property Rights in the Owned IP are valid
      and subsisting. With respect to Registered Owned IP, all necessary registration,
      maintenance and renewal fees currently due in connection with such Intellectual
      Property Rights have been made, and all necessary documents, recordations and
      certificates in connection with such Intellectual Property Rights have been
      filed with the relevant patent, copyright, trademark or other authorities in
      the
      United States or foreign jurisdictions, as the case may be, for the purposes
      of
      maintaining such Intellectual Property Rights. 

     

    (d)  Other
      than “shrink wrap” and similar commercial mass-market Software licenses pursuant
      to which a third party grants nonexclusive end-user license rights to any
      Acquired Company for non-customized Software in binary code form, each of the
      following parts of Section 3.10(d) of the Company Disclosure Schedule lists
      all
      Company Contracts pursuant to which: (i) any Company IP was licensed or
      transferred to any third party; (ii) any Company IP was placed into escrow
      with
      any third party; and (iii) a third party has licensed or transferred any
      material Intellectual Property Rights to any Acquired Company.

     

    (e)  Each
      of
      the Acquired Companies either (i) owns and has good and exclusive title to
      all
      Intellectual Property Rights and other Intellectual Property used in or
      necessary to the conduct of the Business; or (ii) has licensed from a third
      party pursuant to a Company Contract described in Section 3.10(e)(iii) of the
      Company Disclosure Schedule) all Intellectual Property Rights and other
      Intellectual Property used in or necessary to the conduct of the Business in
      a
      manner sufficient for the conduct of its business as currently conducted and
      as
      presently proposed to be conducted. Without limiting the foregoing, (i) each
      Acquired Company owns exclusively, and has good title to, all trademarks listed
      in Section 3.10(a) of the Company Disclosure Schedule used in connection with
      the Business of such Acquired Company; and (ii) each Acquired Company owns
      exclusively, and has good title to, all copyrighted works that are products
      of
      such Acquired Company or that such Acquired Company otherwise expressly purports
      to own, including any documentation related to such products.

     

    
      
        
        

      

      
        28.

        
          

        

      

      
        
        

      

    

     

    (f)  Each
      Person who is or was an employee or contractor of an Acquired Company and who
      is
      or was involved in the creation or development of any Intellectual Property
      Rights in the course of performing services for the Acquired Company has signed
      a valid, enforceable agreement containing an assignment of all such Intellectual
      Property Rights to the Company. No employee of an Acquired Company is (i) bound
      by or otherwise subject to any Contract restricting him from performing his
      duties for the Acquired Company or (ii) in breach of any Contract with any
      former employer or other Person concerning Intellectual Property Rights or
      confidentiality due to his activities as an employee of the Acquired
      Company.

     

    (g)  Except
      for Licensed IP, the Acquired Companies own and have good and exclusive title
      to
      all Intellectual Property Rights or other Intellectual Property used by such
      Acquired Company, free and clear of any Encumbrance (other than any lien for
      current taxes not yet due and payable); provided,
      however,
      that
      claims of infringement or misappropriation of Intellectual Property Rights
      shall
      not be deemed Encumbrances for the purpose of this Section 3.10(g)).


     

    (h)  No
      Acquired Company has (i) transferred ownership of, or granted any exclusive
      license with respect to, any Intellectual Property Rights that is or was
      material to the conduct of the Business to any third party, or (ii) permitted
      rights in such Intellectual Property Rights owned by such Acquired Company
      to
      lapse or enter the public domain.

     

    (i)  All
      material Company Contracts relating to Intellectual Property Rights are in
      full
      force and effect. No event has occurred, and no circumstance or condition exists
      that has resulted in, or could reasonably be expected to result in, (i) the
      termination of any such Company Contract; (ii) the disclosure, delivery,
      license, or release from any escrow of any Company IP. Following the Closing
      Date, each Acquired Company will continue to be permitted to exercise all of
      its
      rights under such material Company Contracts relating to Intellectual Property
      Rights (a) to the same extent such Acquired Company would have been able to
      had
      the Transactions not occurred, and (b) without the payment of any additional
      amounts or consideration other than ongoing fees, royalties or payments which
      such Acquired Company would otherwise be required to pay. 

     

    (j)  To
      the
      Knowledge of the Company, the operation of the Business (including without
      limitation the Acquired Companies’ offering, sale, license, and performance of
      their products and services) has not and does not infringe or misappropriate
      the
      Intellectual Property Rights of any third party, or constitute unfair
      competition or unfair trade practices under the Laws of any jurisdiction in
      which any Acquired Company does business. To the Knowledge of the Company,
      no
      Person has infringed or misappropriated any Company IP.

     

    (k)  No
      Acquired Company has received notice from any third party that the operation
      of
      the Business infringes or misappropriates the Intellectual Property Rights
      of
      any third party, or constitutes unfair competition or unfair trade practices
      under the laws of any jurisdiction.

     

    (l)  Each
      Acquired Company has taken reasonable steps to protect its rights in the
      Acquired Companies’ confidential information and trade secrets and (to the
      extent required under confidentiality obligations to third parties) to protect
      any trade secrets or confidential information of third parties provided to
      the
      Acquired Companies. Without limiting the foregoing, each Acquired Company (x)
      has and enforces a policy requiring each employee to execute a proprietary
      information/confidentiality and invention assignment agreement substantially
      in
      the forms provided to Parent, and has ensured that all current and former
      employees of the Acquired Companies have executed such an agreement; and (y)
      has
      and enforces a policy requiring each contractor or third party that receives
      any
      confidential information and/or trade secrets from the Acquired Companies to
      execute a written agreement containing obligations of confidentiality no less
      restrictive than the confidentiality obligations set forth in such Acquired
      Company’s standard form of confidentiality agreement provided to Parent, and has
      ensured that all such current and former contractors and third parties have
      executed such an agreement.

     

    
      
        
        

      

      
        29.

        
          

        

      

      
        
        

      

    

     

    3.11  Compliance;
      Permits; Restrictions. 

     

    (a)  Neither
      any Acquired Company nor the conduct of the Business is in conflict with, or
      in
      default or violation of any Laws applicable to any Acquired Company or by which
      its or any of their respective businesses or properties is bound or affected,
      except such conflicts, defaults or violations that do not have, and would not
      reasonably be expected to have, individually or in the aggregate, a Company
      Material Adverse Effect. No investigation or review by any Governmental
      Authority is pending or, to the Knowledge of the Company, threatened against
      any
      Acquired Company, nor has any Governmental Authority indicated to the Company
      an
      intention to conduct the same. There is no agreement, judgment, injunction,
      order or decree binding upon any Acquired Company which has or could reasonably
      be expected to have the effect of prohibiting or materially impairing any
      business practice of the Acquired Companies, any acquisition of material
      property by any Acquired Company or the conduct of the Business.

     

    (b)  Each
      Acquired Company holds all permits, licenses, variances, exemptions, orders
      and
      approvals from Governmental Authorities that are material to the operation
      of
      its Business, including, without limitation such permits, licenses, approvals,
      consents and other authorizations issued by the appropriate federal, state,
      local or foreign regulatory agencies or bodies, except as does not have and
      would not reasonably be expected to have, individually or in the aggregate,
      a
      Company Material Adverse Effect. Each Acquired Company is in compliance in
      all
      material respects with such permits, licenses, approvals, consents and other
      authorizations issued by the appropriate federal, state, local or foreign
      regulatory agencies or bodies, except such non-compliance as does not have
      and
      would not reasonably be expected to have, individually or in the aggregate,
      a
      Company Material Adverse Effect

     

    3.12  Litigation.
      There
      is no suit, action, judgment, proceeding, claim, arbitration or investigation
      pending or, to the Knowledge of the Company, threatened, against or affecting
      any Acquired Company or any property or asset of any Acquired Company which,
      individually or in the aggregate, would reasonably be expected to have a Company
      Material Adverse Effect.

     

    3.13  Investment
      Banking, Brokers’ and Finders’ Fees.
      Except
      for fees payable to William Blair & Company pursuant to an engagement letter
      dated April 8, 2006, the Acquired Companies have not incurred, nor will any
      of
      them incur, directly or indirectly, any liability for brokerage or finders’ fees
      or agents’ commissions or any similar charges in connection with this Agreement
      or any transaction contemplated hereby.

     

    3.14  Employee
      Benefit Plans.

     

    (a)  The
      Company Plans covering any active employee, former employee, director or
      consultant of Company, any Subsidiary or any trade or business (whether or
      not
      incorporated) that is an Affiliate of the Company within the meaning of Section
      414 of the Code, or with respect to which Company has or may in the future
      have
      liability are listed on Section 3.14(a) of the Company Disclosure Schedule.
      The Company has provided to Parent: (i) correct and complete copies of all
      documents embodying each plan listed on Section 3.14(a) of the Company
      Disclosure Schedule including (without limitation) all amendments thereto,
      all
      related trust documents, and all material written agreements and contracts
      relating to each such Plan; (ii) the three most recent annual reports (Form
      Series 5500 and all schedules and financial statements attached thereto), if
      any, required under the Employee Retirement Income Security Act of 1974, as
      amended, or the Code in connection with each plan listed on Section 3.14(a)
      of the Company Disclosure Schedule; (iii) the most recent summary plan
      description together with the summary(ies) of material modifications thereto,
      if
      any, required under the Employee Retirement Income Security Act of 1974, as
      amended, with respect to each plan; (iv) all Internal Revenue Service
      determination, opinion, notification and advisory letters relating to any plan
      listed on Section 3.14(a) of the Company Disclosure Schedule; (v) all
      material correspondence to or from any governmental agency relating to any
      plan
      listed on Section 3.14(a) of the Company Disclosure Schedule; (vi) all
      discrimination tests for each plan listed on Section 3.14(a) of the Company
      Disclosure Schedule, if applicable, for the most recent three plan years; and
      (vii) if the Plan listed on Section 3.14(a) of the Company Disclosure
      Schedule is funded, the most recent periodic accounting of the assets of such
      plan.

     

    
      
        
        

      

      
        30.

        
          

        

      

      
        
        

      

    

     

    (b)  Each
      Company Plan has been maintained and administered in all material respects
      in
      compliance with its terms and with the requirements prescribed by any and all
      statutes, orders, rules and regulations (foreign or domestic), including the
      Employee Retirement Income Security Act of 1974, as amended, and the Code,
      that
      are applicable to such Company Plans. No suit, action or other litigation
      (excluding claims for benefits incurred in the ordinary course of business)
      has
      been brought, or to the Knowledge of Company is threatened, against or with
      respect to any such plan listed on Section 3.14(a) of the Company Disclosure
      Schedule. There are no audits, inquiries or proceedings pending or, to the
      Knowledge of Company, threatened by the Internal Revenue Service or Department
      of Labor with respect to any plans listed on Section 3.14(a) of the Company
      Disclosure Schedule. All contributions, reserves or premium payments required
      to
      be made or accrued as of the date hereof to the plans listed on Section 3.14(a)
      of the Company Disclosure Schedule have been timely made or accrued.
      Section 3.14(b) of the Company Disclosure Schedule includes a listing of
      the accrued vacation liability of Company as of January 31, 2007. Any Company
      Plan listed on Section 3.14(a) of the Company Disclosure Schedule intended
      to qualify under Section 401(a) of the Code and each trust intended to
      qualify under Section 401(a) of the Code (i) has either applied for or
      obtained a favorable determination, notification, advisory and/or opinion
      letter, as applicable, as to its qualified status from the Internal Revenue
      Service or still has a remaining period of time under applicable Treasury
      Regulations or Internal Revenue Service pronouncements in which to apply for
      such letter and to make any amendments necessary to obtain a favorable
      determination, and (ii) incorporates or has been amended to incorporate all
      provisions required to comply with the Tax Reform Act of 1986 and subsequent
      legislation, unless such plan still has a remaining period of time under
      applicable Treasury Regulations or Internal Revenue Service pronouncements
      in
      which to conform to such legislation. No Acquired Company has any plan or
      commitment to establish any new Company Plan similar to any plan listed on
      Section 3.14(a) of the Company Disclosure Schedule, to modify any Company
      Plan listed on Section 3.14(a) of the Company Disclosure Schedule (except
      to the extent required by law or to conform any such Company Plan to the
      requirements of any applicable Law, in each case as previously disclosed to
      Parent in writing, or as required by this Agreement), or to enter into any
      new
      Company Plan similar to any Company Plan listed on Section 3.14(a) of the
      Company Disclosure Schedule. Each Company Plan listed on Section 3.14(a) of
      the Company Disclosure Schedule can be amended, terminated or otherwise
      discontinued after the Effective Time in accordance with its terms, without
      liability to Parent, any Acquired Company or any of their respective Affiliates
      (other than ordinary administration expenses).

     

    (c)  Neither
      the Company, any Subsidiary, nor any of their Affiliates has at any time ever
      maintained, established, sponsored, participated in, or contributed to any
      plan
      subject to Title IV of the Employee Retirement Income Security Act of 1974,
      as
      amended, or Section 412 of the Code and at no time has Company contributed
      to or
      been requested to contribute to any “multiemployer plan,” as such term is
      defined in Section 3(37)A of the Employee Retirement Income Security Act of
      1974, as amended. Neither Company nor any Affiliate has at any time ever
      maintained, established, sponsored, participated in or contributed to any
      multiple employer plan, or to any plan described in Section 413 of the Code.
      To
      the Knowledge of the Company, neither Company, any Subsidiary, nor any officer
      or director of Company or any Subsidiary is subject to any liability or penalty
      under Section 4975 through 4980B of the Code or Title I of the Employee
      Retirement Income Security Act of 1974, as amended, with respect to any Company
      Plan. To the Knowledge of the Company, no “prohibited transaction,” within the
      meaning of Section 4975 of the Code or Sections 406 and 407 of the Employee
      Retirement Income Security Act of 1974, as amended, and not otherwise exempt
      under Section 4975 of the Code or Section 408 of the Employee Retirement Income
      Security Act of 1974, as amended, has occurred with respect to any Company
      Plan.

     

    
      
        
        

      

      
        31.

        
          

        

      

      
        
        

      

    

     

    (d)  To
      the
      Knowledge of the Company, neither the Company, any Subsidiary, nor any of their
      Affiliates has, before the Effective Time and in any material respect, violated
      any of the health continuation requirements of the Consolidated Omnibus Budget
      Reconciliation Act of 1985, as amended and as codified in Section 4980B of
      the
      Code and Sections 601 through 608 of the Employee Retirement Income Security
      Act
      of 1974, as amended, the requirements of the Family Medical Leave Act of 1993,
      as amended, the Health Insurance Portability and Accountability Act of 1996,
      as
      amended, or any similar provisions of state law applicable to Company employees.
      None of the plans listed on Section 3.14(a) of the Company Disclosure
      Schedule promises or provides retiree medical or other retiree welfare benefits
      to any person except as required by applicable law, and neither Company nor
      any
      Subsidiary has represented, promised or contracted (whether in oral or written
      form) to provide such retiree benefits to any employee, former employee,
      director, consultant or other person, except to the extent required by statute.
      No Company Plan listed on Section 3.14(a) of the Company Disclosure
      Schedule provides health benefits that are not fully insured through an
      insurance contract.

     

    (e)  To
      the
      Knowledge of the Company, there are no pending, threatened or reasonably
      anticipated claims or actions against any Acquired Company under any workers’
compensation policy or long-term disability policy.

     

    (f)  Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will (either alone or upon the occurrence
      of
      any additional or subsequent events) (i) result in any payment (including
      severance, unemployment compensation, golden parachute, forgiveness of
      indebtedness, bonus or otherwise) becoming due to any stockholder, director
      or
      employee of any Acquired Company under any Company Plan or otherwise, (ii)
      materially increase any benefits otherwise payable under any Company Plan, or
      (iii) result in the acceleration of the time of payment or vesting of any such
      benefits.

     

    (g)  No
      payment or benefit which will or may be made by any Acquired Company or its
      Affiliates with respect to any employee or any other “disqualified individual”
(as defined in Code Section 280G and the Treasury Regulations thereunder
      (“Section
      280G”)
      will
      be characterized as a “parachute payment,” within the meaning of Code Section
      280G(B)(2). In the event that the execution and delivery of this Agreement
      or
      the consummation of the transactions contemplated hereby (either alone or upon
      the occurrence of any additional or subsequent events) results in any payment
      or
      benefit which will be characterized as a “parachute payment,” within the meaning
      of Code Section 280G(B)(2), Section 3.14(g) of the Company Disclosure Schedule
      shall list all persons who the Company reasonably believes are, with respect
      to
      Company or any Subsidiary, “disqualified individuals” (within the meaning of
      Section 280G) as determined as of the date hereof. Within a reasonable period
      of
      time after the last business day of each month after the date hereof and on
      or
      about the date which is five business days prior to the expected date of the
      Closing, the Company shall, as and to the extent necessary, deliver to Parent
      a
      revised Schedule 3.14(g) which sets forth any additional information which
      Company reasonably believes would affect the determination of the persons who
      are, with respect to Company or any Subsidiary, deemed to be “disqualified
      individuals” (within the meaning of Section 280G) as of the date of each such
      revised Schedule 3.14(g).

     

    
      
        
        

      

      
        32.

        
          

        

      

      
        
        

      

    

     

    (h)  Each
      Company Plan that has been adopted or maintained by Company or its Affiliates,
      whether informally or formally, for the benefit of employees located outside
      the
      United States is specifically set forth in Section 3.14(h) of the Company
      Disclosure Schedule.

     

    (i)  There
      is
      no Company Contract covering any employee or former employee of any Acquired
      Company that, individually or collectively, would reasonably be expected to
      give
      rise to the payment of any amount in excess of $100,000 that would not be
      deductible pursuant to Sections 404 or 162(m) of the Code. There is no Company
      Contract requiring an Acquired Company to compensate any individual for excise
      taxes paid pursuant to Section 4999 of the Code.

     

    3.15  Absence
      of Liens and Encumbrances.
      Each
      Acquired Company has good and valid title to, or, in the case of leased
      properties, valid leasehold interests in, all of its tangible properties and
      assets, real, personal and mixed, used in its business, free and clear of any
      Encumbrances except as reflected in the Financial Statements and except for
      liens for taxes not yet due and payable and such imperfections of title and
      Encumbrances, if any, which do not have, and would not reasonably be expected
      to
      have, a Company Material Adverse Effect.

     

    3.16  Environmental
      Matters.

     

    (a)  Hazardous
      Material.
      To the
      Knowledge of the Company, except as does not have, and would not reasonably
      be
      expected to have, individually or in the aggregate, a Company Material Adverse
      Effect, no underground storage tanks and no amount of any substance that has
      been designated by any Governmental Authority or by applicable federal, state
      or
      local law to be a Hazardous Material, are present, as a result of the actions
      of
      any Acquired Company or any Affiliate of the Acquired Companies, or, as a result
      of any actions of any third party or otherwise, in, on or under any property,
      including the land and the improvements, ground water and surface water thereof,
      that any Acquired Company has at any time owned, operated, occupied or
      leased.

     

    (b)  Hazardous
      Materials Activities.
      Except
      as does not have, and would not reasonably be expected to have, individually
      or
      in the aggregate, a Company Material Adverse Effect, (i) no Acquired Company
      has
      transported, stored, used, manufactured, disposed of, released or exposed its
      employees or others to Hazardous Materials in violation of any law in effect
      on
      or before the Closing Date, and (ii) no Acquired Company has disposed of,
      transported, sold, used, released, exposed its employees or others to or
      manufactured any product containing a Hazardous Material in violation of any
      law, rule, regulation, treaty or statute promulgated by any Governmental
      Authority in effect on or prior to the Closing Date to prohibit, regulate or
      control Hazardous Materials or the handling or transportation of Hazardous
      Materials or in a manner that would reasonably be expected to result in material
      liability to the Acquired Companies.

     

    (c)  Permits.
      Each
      Acquired Company currently holds all environmental approvals, permits, licenses,
      clearances and consents necessary for the conduct of such Acquired Company’s
      business, except where the failure to hold such permits does not have, and
      would
      not reasonably be expected to have, individually or in the aggregate, a Company
      Material Adverse Effect.

     

    (d)  Environmental
      Liabilities.
      Except
      as does not have, and would not reasonably be expected to have, individually
      or
      in the aggregate, a Company Material Adverse Effect, no action, proceeding,
      revocation proceeding, amendment procedure, writ, injunction or claim is
      pending, or to the Company’s Knowledge, threatened concerning any permit covered
      by Section 3.16(c) above, Hazardous Material or the handling or transportation
      of any Hazardous Material by any Acquired Company.

     

    
      
        
        

      

      
        33.

        
          

        

      

      
        
        

      

    

     

    3.17  Agreements,
      Contracts and Commitments.
      Section
      3.17 of the Company Disclosure Schedule sets forth each of the following Company
      Contracts (such Company Contracts, the “Material
      Contracts”):
      

     

    (a)  any
      employment or consulting agreement, contract or commitment with any director
      or
      officer or member of Company’s Board of Directors, other than those that are
      terminable by any Acquired Company on no more than 30 days’ notice without
      liability or financial obligation to the Acquired Companies;

     

    (b)  any
      agreement or plan, including, without limitation, any stock option plan, stock
      appreciation right plan or stock purchase plan, any of the benefits of which
      will be increased, or the vesting of benefits of which will be accelerated,
      by
      the occurrence of any of the transactions contemplated by this Agreement or
      the
      value of any of the benefits of which will be calculated on the basis of any
      of
      the transactions contemplated by this Agreement;

     

    (c)  any
      agreement of indemnification or any guaranty, other than agreements with
      Acquired Company customers entered into in the ordinary course of
      business;

     

    (d)  any
      agreement, contract or commitment containing any covenant limiting in any
      respect the right of any Acquired Company to engage in any line of business
      or
      to compete with any person or granting any exclusive distribution
      rights;

     

    (e)  any
      agreement, contract or commitment currently in force relating to the disposition
      or acquisition by any Acquired Company after the date of this Agreement of
      assets in excess of $500,000 not in the ordinary course of business or pursuant
      to which any Acquired Company has any material ownership interest in any
      corporation, partnership, joint venture or other business enterprise other
      than
      any Subsidiary; 

     

    (f)  any
      dealer, distributor, joint marketing, alliance, development or other agreement
      currently in force under which any Acquired Company have continuing material
      obligations to jointly market any product, technology or service, or any
      material agreement pursuant to which any Acquired Company has continuing
      material obligations to jointly develop any Intellectual Property Rights that
      will not be owned, in whole or in part, by such Acquired Company; 

     

    (g)  any
      material agreement, contract or commitment currently in force pursuant to which
      (i) an Acquired Company licenses any third party to manufacture or reproduce
      any
      Acquired Company product, service or technology; (ii) a third party resells,
      distributes, or acts as a sales representative for any Acquired Company products
      or service, excluding agreements with distributors or sales representatives
      in
      the normal course of business that are cancelable without penalty upon notice
      of
      90 days or less, and substantially in the form previously provided to Parent;
      and (iii) an Acquired Company engages any third party to supply any products
      or
      perform any services material to the conduct of the Business, including without
      limitation any long-term supply agreements, installation service subcontracts,
      and repair service provider agreements, in each case to the extent such Contract
      is (x) reasonably likely to involve consideration of more than $500,000 during
      any fiscal year of the Acquired Companies and (y) is not cancelable without
      penalty upon notice of 90 days or less;

     

    
      
        
        

      

      
        34.

        
          

        

      

      
        
        

      

    

     

    (h)  any
      agreement, contract or commitment currently in force to provide source code
      to
      any third party, including any escrow agent, for any product or technology
      that
      is material to Company and each Subsidiary taken as a whole;

     

    (i)  any
      mortgages, indentures, guarantees, loans or credit agreements, security
      agreements or other agreements or instruments relating to the borrowing of
      money
      or extension of credit with a value in excess of $250,000;

     

    (j)  all
      material real property leases and subleases, occupancy licenses and other
      occupancy agreements entered into by Company and any brokerage agreement and
      construction contract with respect to the same;

     

    (k)  any
      settlement agreement entered into within five years prior to the date of this
      Agreement involving consideration of more than $1,000,000; or

     

    (l)  any
      other
      agreement, contract or commitment (i) in connection with or pursuant to which
      any Acquired Company expects to spend or receive (or are expected to spend
      or
      receive), in the aggregate, more than $500,000 during the current fiscal year
      or
      during the next fiscal year, or (ii) that is a material contract (as defined
      in
      Item 601(b)(10) of Regulation S-K of the SEC rules).

     

    No
      Acquired Company, nor to the Company’s Knowledge, any other party to a Material
      Contract, is in material breach, violation or default under, and neither Company
      nor any Subsidiary has received written notice that it has breached, violated
      or
      defaulted under, any of the material terms or conditions of any Material
      Contract in such a manner as would permit any other party to cancel or terminate
      any such Material Contract, or would permit any other party to seek material
      damages or other remedies (for any or all of such breaches, violations or
      defaults, in the aggregate). Each Material Contract is valid, has not been
      terminated as of the date of this Agreement and, except as permitted under
      Section 5.2 will not be terminated prior to the Effective Date, and is
      enforceable against the applicable Acquired Company and, to the Knowledge of
      the
      Company, the other parties thereto, in accordance with its terms, except as
      enforceability may be limited by bankruptcy and other similar laws and general
      principles of equity.

     

    3.18  Company
      Properties.
      Each
      Acquired Company has good and defensible title to, or in the case of leased
      properties and assets, valid leasehold interests in, all of their material
      properties and assets, free and clear of all liens, charges and encumbrances
      except liens for taxes not yet due and payable and such liens or other
      imperfections of title, if any, as do not materially detract from the value
      of
      or materially interfere with the present use of the property affected thereby.
      All the plants, structures, facilities, properties, leased premises and
      equipment of the Acquired Companies, except such as may be under construction
      as
      set forth in Section 3.18 of the Company Disclosure Schedule, are in good
      operating condition and repair, except as does not have, and would not
      reasonably be expected to have, individually or in the aggregate, a Company
      Material Adverse Effect. There is no person in possession of any of Company
      real
      property (including leased property) other than the Company or its Affiliates.
      All improvements constructed by the Company or any Acquired Company within
      its
      real property (including leased property) were constructed in material
      compliance with all building codes, zoning ordinances and all other applicable
      laws.

     

    3.19  Takeover
      Statutes.
      The
      Board of Directors of the Company has approved this Agreement, the Ancillary
      Agreements and the Arrangement Resolution and the other transactions
      contemplated hereby and thereby, and the Company has statutory or discretionary
      exemption that would apply to the Agreement and the proposed transaction
      contemplated hereunder. Other than Part 1, Sections 4.1, 4.2, 4.5, 4.6, 4.7,
      Part 7 and Part 8 under the Ontario Securities Commission Rule 61-501, no other
      takeover statute or similar statute or regulation applies to or purports to
      apply to the Arrangement Resolution, this Agreement, the Ancillary Agreements
      or
      the transactions contemplated hereby and thereby.

     

    
      
        
        

      

      
        35.

        
          

        

      

      
        
        

      

    

     

    3.20  Foreign
      Corrupt Practices Act. To
      the
      Company’s Knowledge, neither any Acquired Company, nor any officer, director,
      employee or agent thereof or any stockholder thereof acting on behalf of any
      Acquired Company, has done any act or authorized, directed or participated
      in
      any act in violation of any provision of the United States Foreign Corrupt
      Practices Act of 1977, as amended, applied to such entity or
      person.

     

    3.21  Labor
      Matters.

     

    (a)  No
      Acquired Company is a party to, or bound by, any collective bargaining agreement
      or other Contract with a labor organization, trade or labor union, employees’
association or similar organization representing any of its employees, nor
      is
      any such agreement presently being negotiated, nor is there any duty on the
      part
      of any Acquired Company to bargain with any labor organization or
      representative, and there are no labor organizations representing, purporting
      to
      represent or, to the knowledge of the Company, seeking to represent any
      employees of an Acquired Company.

     

    (b)  Since
      January 1, 2004, no Acquired Company has had any strike, slowdown, work
      stoppage, boycott, picketing, lockout, job action, labor dispute or threat
      of
      any of the foregoing, or union organizing activity (of unrepresented employees)
      or question concerning representation, by or with respect to any of its
      employees. To the Company’s Knowledge, no event has occurred, and no condition
      or circumstance exists, that might directly or indirectly give rise to or
      provide a basis for the commencement of any such strike, slowdown, work
      stoppage, boycott, picketing, lockout, job action, labor dispute, union
      organizing activity (of unrepresented employees), question concerning
      representation, or any similar activity or dispute.

     

    (c)  Subject
      to compliance with applicable Laws, the employment of each employee of an
      Acquired Company is terminable by the applicable Acquired Company at will,
      without payment of severance or other compensation or consideration. The Company
      has delivered to Parent accurate and complete copies of all employee manuals
      and
      handbooks, disclosure materials, policy statements and other materials relating
      to the employment of the current and former employees of each Acquired
      Company.

     

    (d)  To
      the
      Company’s Knowledge, no employee of any Acquired Company is a party to or is
      bound by any confidentiality agreement, noncompetition agreement or other
      Contract (with any Person) that may result in a Company Material Adverse
      Effect.

     

    (e)  For
      the
      last three years, no Acquired Company has effectuated a “mass layoff,” “plant
      closing,” partial “plant closing,” “relocation” or “termination” each as defined
      in the WARN Act, or any similar legal requirement, affecting any site of
      employment or one or more facilities or operating units within any site of
      employment or facility of an Acquired Company.

     

    (f)  There
      is
      no Judgment, claim, labor dispute, collective
      bargaining,
      or
      grievance pending, or to the Knowledge of the Company, threatened or reasonably
      anticipated, either
      by
      or against any Acquired Company, relating
      to any employment contract, collective bargaining obligation or agreement,
      wages
      and hours, leave of absence, plant closing notification, employment statute
      or
      regulation, privacy right, labor dispute, workers’ compensation policy,
      long-term disability policy, safety, retaliation, immigration or discrimination
      matter involving any Company employee, including charges of unfair labor
      practices or harassment complaints. To the Company’s Knowledge, no Acquired
      Company has engaged in any unfair labor practice within the meaning of the
      National Labor Relations Act. To the Company’s Knowledge, there are no facts
      indicating that (i) the consummation of the Arrangement will have a material
      adverse effect on the labor relations of an Acquired Company, or (ii) any of
      the
      employees of an Acquired Company intends to terminate his or her employment
      with
      the Acquired Company with which such employee is employed.

     

    
      
        
        

      

      
        36.

        
          

        

      

      
        
        

      

    

     

    (g)  To
      the
      Knowledge of the Company, no current or former independent contractor of an
      Acquired Company could reasonably be deemed to be a misclassified employee.
      No
      independent contractor (i) has provided services to an Acquired Company for
      a
      period of six consecutive months or longer or (ii) is eligible to participate
      in
      any Company Plan. No Acquired Company has ever had any temporary or leased
      employees that were not treated and accounted for in all respects as employees
      of such Acquired Company.

     

    (h)  Section
      3.20(h) of the Company Disclosure Schedule accurately identifies each former
      employee of an Acquired Company who is receiving or is scheduled to receive
      (or
      whose spouse or other dependent is receiving or is scheduled to receive) any
      benefits (whether from an Acquired Company or otherwise) relating to such former
      employee’s employment with an Acquired Company; and Section 3.21(h) of the
      Company Disclosure Schedule accurately and completely describes such
      benefits.

     

    (i)  Section
      3.20(i) of the Company Disclosure Schedule accurately identifies each employee
      of an Acquired Company who is not fully available to perform work because of
      disability or other leave and sets forth the basis of such disability or leave
      and the anticipated date of return to full service.

     

    3.22  Insurance.
      The
      Company maintains insurance policies covering the assets, business, equipment,
      properties, operations, employees, officers and directors of the Company and
      its
      Subsidiaries (collectively, the “Insurance
      Policies”)
      which
      are of the type and in amounts which it believes are reasonably appropriate
      to
      conduct its business. To the Company’s knowledge, there is no material claim by
      the Company or any of its Subsidiaries pending under any of the material
      Insurance Policies as to which coverage has been questioned, denied or disputed
      by the underwriters of such policies or bonds.

     

    ARTICLE
      4

     

    REPRESENTATIONS
      AND WARRANTIES OF

     

    PARENT
      AND PURCHASER

     

    Parent
      represents and warrants to the Company that, except as set forth on the Parent
      Disclosure Schedule:

     

    4.1  Organization
      and Good Standing.
      Each of
      Parent and Purchaser is a corporation duly incorporated, validly existing and
      in
      good standing under the Laws of the jurisdiction of its incorporation and has
      all requisite corporate power and authority to own, lease and operate its
      properties and assets and to conduct its business as presently conducted. Each
      of Parent and Purchaser is duly qualified or licensed to do business and, where
      applicable as a legal concept, is in good standing as a foreign corporation
      in
      each jurisdiction in which the character of the properties it owns, operates
      or
      leases or the nature of its activities makes such qualification or licensure
      necessary, except for such failures to be so qualified, individually or in
      the
      aggregate, have not had, and may not reasonably be expected to have, a Parent
      Material Adverse Effect. Section 4.1 of the Parent Disclosure Schedule sets
      forth an accurate and complete list of each of Parent’s and Purchaser’s
      jurisdiction of incorporation and the other jurisdictions in which it is
      authorized to do business and a complete and accurate list of the current
      directors and officers of Parent and Purchaser. Parent and Purchaser have made
      available to the Company accurate and complete copies of the Organizational
      Documents of each of Parent and Purchaser, as currently in effect, and neither
      Parent nor Purchaser is in default under or in violation of any provision of
      their Organizational Documents.

     

    
      
        
        

      

      
        37.

        
          

        

      

      
        
        

      

    

     

    4.2  Authority
      and Enforceability.

     

    (a)  As
      of the
      date hereof, the Board of Directors of Parent, after consultation with its
      financial and legal advisors, has determined unanimously that the Arrangement
      is
      fair to the Parent Stockholders and is in the best interests of Parent and
      that
      the fair market value of Company is equal to at least 80% of Parent’s net assets
      and has resolved unanimously to recommend to the Parent Stockholders that they
      vote their Parent Common Stock in favor of the Arrangement. The Board of
      Directors of Parent has unanimously approved the Arrangement and the execution
      and performance of this Agreement. The Board of Directors of Parent has received
      a Fairness Opinion from New
      Century Capital Partners, LLC or another financial advisor of national
      reputation (the “Parent
      Financial Advisor”).
      Promptly following receipt of the written Fairness Opinion, Parent shall provide
      a complete copy of the Fairness Opinion to the Company. 

     

    (b)  The
      only
      vote of holders of securities of Parent necessary to approve the Arrangement
      is
      the Required Parent Vote.

     

    (c)  Each
      of
      Parent and Purchaser has all requisite corporate power and authority to execute
      and deliver this Agreement and each of the Ancillary Agreements to which it
      is a
      party and to perform its obligations under this Agreement and each such
      Ancillary Agreement. The execution, delivery and performance of this Agreement
      and the Ancillary Agreements have been duly authorized by all necessary action
      on the part of each of Parent and the Purchaser. This Agreement has been duly
      executed and delivered by each of Parent and the Purchaser and constitutes
      the
      legal, valid and binding obligation of each of Parent and the Purchaser,
      enforceable against each of Parent and the Purchaser in accordance with its
      terms, except as enforceability may be limited by bankruptcy and other similar
      laws and general principles of equity.

     

    (d)  Upon
      the
      execution and delivery by each of Parent and the Purchaser of the Ancillary
      Agreements to which it is a party, such Ancillary Agreements will constitute
      the
      legal, valid and binding obligations of it, enforceable against it in accordance
      with their terms, except as enforceability may be limited by bankruptcy and
      other similar laws and general principles of equity.

     

    4.3  No
      Conflict. Neither
      the execution and delivery of this Agreement or any of the Ancillary Agreements,
      nor the consummation or performance of the Transactions, will: 

     

    (a)  directly
      or indirectly (with or without notice, lapse of time or both) conflict with,
      result in a breach or violation of, constitute a default (or give rise to any
      right of termination, cancellation, acceleration, suspension or modification
      of
      any obligation or loss of any benefit) under, constitute a change in control
      under, result in any payment becoming due under, result in the imposition of
      any
      Encumbrances on any of the Parent Common Stock or any of the properties or
      assets of Parent or Purchaser under, or otherwise give rise to any right on
      the
      part of any Person to exercise any remedy or obtain any relief under: (i) the
      Organizational Documents of Parent or Purchaser; (ii) except as set forth in
      Section 4.3(b) any Governmental Authorization; (iii) any Parent Contract; or
      (iv) except as set forth in Section 4.3(b), any Law or Judgment applicable
      to
      Parent or Purchaser or any of their respective properties or assets; or


     

    (b)  require
      Parent or Purchaser to obtain any consent, waiver, approval, ratification,
      permit, license, Governmental Authorization or other authorization of, give
      any
      notice to, or make any filing or registration with, any Governmental Authority
      or other Person, except for (i) the filing of the Proxy and Registration
      Statement with the SEC and the mailing of the Proxy Statement to the Parent
      Stockholders, (ii) such consents, approvals, orders, authorizations,
      registrations, declarations and filings as may be required under applicable
      securities laws, HSR Act and the comparable laws of any foreign country
      reasonably determined by the parties to be required and (iii) such other
      consents, waivers, approvals, ratifications, permits, licenses, Governmental
      Authorizations or other authorizations, or notices, filings or registrations
      which, if not obtained or made, would not be material to the Company or Parent
      or have a material adverse effect on the ability of the parties to consummate
      the Transactions. 

     

    
      
        
        

      

      
        38.

        
          

        

      

      
        
        

      

    

     

    4.4  Capitalization
      and Ownership. 

     

    (a)  The
      authorized capital stock of Parent consists of (i) 50,000,000 shares of Parent
      Common Stock, par value $0.0001 per share, and (ii) 1,000,000 shares of
      Preferred Stock, par value $0.0001 per share. As of the date hereof, 11,249,997
      shares of Parent Common Stock were issued and outstanding. As of the date
      hereof, no shares of Parent Preferred Stock were issued or outstanding. Parent
      has reserved 18,000,000 shares of Parent Common Stock for issuance upon exercise
      of outstanding warrants held by Parent’s public stockholders, and 1,350,000
      shares of Parent Common Stock issuable upon exercise of unit purchase options
      issued by Parent on August 31, 2005 in connection with its initial public
      offering (and warrants issuable upon exercise thereof) to Wedbush Morgan
      Securities Inc. and Maxim Partners LLC. 

     

    (b)  Prior
      to
      and as of the date of this Agreement, no dividends have been declared, reserved
      or set aside with respect to any Parent Common Stock.

     

    (c)  Section 4.4
      of the Parent Disclosure Schedule sets forth for Purchaser:

     

    (i)  its
      authorized share capital; and 

     

    (ii)  the
      number of issued and outstanding shares of its authorized share capital and
      the
      record and beneficial owners thereof.

     

    All
      of
      the issued and outstanding equity securities of the Purchaser are owned of
      record and beneficially by the Persons specified in Section 4.4 of the Parent
      Disclosure Schedule and, to the Parent’s knowledge, free and clear of all
      Encumbrances, in the respective amounts set forth in the Parent Disclosure
      Schedule.

     

    (d)  Other
      than Purchaser, Parent has no Subsidiaries.

     

    (e)  Except
      as
      set forth in this Section 4.4 or as contemplated by this Agreement:

     

    (i)  there
      are
      no equity securities of any class of either Parent or the Purchaser, or any
      security exchangeable into or exercisable for such equity securities, issued,
      reserved for issuance or outstanding; and 

     

    (ii)  there
      are
      no options, warrants, equity securities, calls, rights or other Parent Contracts
      obligating Parent or Purchaser to issue, exchange, transfer, deliver or sell,
      or
      cause to be issued, exchanged, transferred, delivered or sold, additional shares
      or other equity interests of Parent or Purchaser or any security or rights
      convertible into or exchangeable or exercisable for any such shares or other
      equity interests, or obligating Parent or Purchaser to grant, extend, accelerate
      the vesting of, otherwise modify or amend or enter into any such option,
      warrant, equity security, call, right, or Contract. 

     

    
      
        
        

      

      
        39.

        
          

        

      

      
        
        

      

    

     

    (f)  Except
      as
      filed as an exhibit to Parent’s Registration Statement on Form S-1 (Registration
      No. 333-124141) (the “Parent
      IPO Registration Statement”),
      there
      are no Parent Contracts or, to the Knowledge of Parent, Contracts to which
      any
      Parent Stockholder or any Affiliate of Parent or any Parent Stockholder is
      a
      party or by which any Parent Stockholder or any Affiliate of Parent or any
      Parent Stockholder is bound with respect to the voting (including voting trusts
      or proxies), registration under the U.S. Securities Act or
      any
      other Securities Laws (including the qualification of a prospectus under
      Canadian securities Law), or the sale or transfer (including Parent Contracts
      imposing transfer restrictions) of any shares or other equity interests of
      Parent or Purchaser. Parent does not have any outstanding share appreciation
      rights, phantom shares, performance based rights or similar rights or
      obligations. No holder of indebtedness of Parent or Purchaser has any right
      to
      convert or exchange such indebtedness for any equity securities or other
      securities of Parent or Purchaser. No holders of outstanding indebtedness of
      Parent or Purchaser have any rights to vote for the election of directors of
      Parent or Purchaser or to vote on any other matter. 

     

    (g)  All
      of
      the Parent Common Stock and the issued and outstanding equity securities of
      Purchaser are duly authorized, validly issued, fully paid, non-assessable,
      not
      subject to or issued in violation of any purchase option, right of first
      refusal, pre-emptive right, subscription right or any similar right and have
      been issued in compliance with all applicable Laws. Other than legends required
      by applicable blue sky laws, no legend or other reference to any purported
      Encumbrance will appear on any certificate representing the Parent Common Stock
      or the Exchangeable Shares to be issued pursuant to the Arrangement.


     

    (h)  There
      are
      no obligations, contingent or otherwise, of Parent or Purchaser to repurchase,
      redeem or otherwise acquire any of their shares or other equity interests.
      Neither Parent nor Purchaser is subject to any obligation or requirement to
      provide funds to or make any investment (in the form of a loan, capital
      contribution or otherwise) in any other Person. Except to the extent arising
      pursuant to applicable take-over or similar Laws, there is no rights agreement,
      “poison pill” anti-take-over plan or other similar agreement or understanding to
      which Parent or Purchaser is a party or by they are bound with respect to any
      equity security of any class of Parent or Purchaser.

     

    4.5  Financial
      Statements and Compliance.

     

    (a)  Attached
      as Section 4.5 of the Parent Disclosure Schedule are the financial
      statements (collectively, the “Parent Financial
      Statements”)
      comprising the audited balance sheet of Parent as of December 31, 2005 and
      the
      unaudited balance sheet of Parent as of September 30, 2006 (together, the
“Parent
      Balance Sheet”),
      the
      audited statements of operations, stockholders’ equity and cash flow for the
      fiscal year ended December 31, 2005, the unaudited statements of operations,
      stockholders’ equity and cash flow for the nine months ended September 30, 2006,
      including in each case any notes thereto, together with, in the case of the
      audited financial statements, the report thereon of Eisner LLP, independent
      certified public accountants.

     

    (b)  The
      Parent Financial Statements (including the notes thereto) are correct and
      complete, are consistent with the books and records of Parent and have been
      prepared in accordance with U.S. GAAP consistently applied throughout the
      periods involved. The Parent Financial Statements fairly present in all material
      respects the financial condition and the results of operations, changes in
      shareholders’ equity and cash flow of Parent as of the respective dates and for
      the periods indicated therein, all in accordance with U.S. GAAP. No financial
      statements of any Person other than Parent are required by U.S. GAAP to be
      included in the financial statements of Parent.

     

    (c)  Parent
      has been in compliance with all Laws applicable to it or by which its properties
      are bound or affected, other than non-compliance that does not have, and would
      not reasonably be expected to have, individually or in the aggregate, a Parent
      Material Adverse Effect. Parent has filed all forms, reports and documents
      required to be filed by the Company under the Securities Laws or other
      applicable Laws since August 31, 2005 (the “Parent
      SEC Reports”),
      and
      has made available to the Company such forms, reports and documents in the
      form
      filed. As of their respective dates, all such forms, reports and documents
      of
      Parent (i) were prepared in accordance with applicable Laws and (ii) did not
      at
      the time they were filed (or if amended or superseded by a filing before the
      date of this Agreement, then on the date of such filing) contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not
      misleading.
      Purchaser is not required to file any forms, reports or other documents pursuant
      to Securities Laws.

     

    
      
        
        

      

      
        40.

        
          

        

      

      
        
        

      

    

     

    (d)  There
      are
      no amendments or modifications that have not yet been filed pursuant to
      Securities Laws but that are required to be filed, to agreements, documents
      or
      other instruments that previously had been filed by Parent pursuant to
      Securities Laws.

     

    (e)  Parent
      maintains a system of internal accounting controls sufficient to provide
      reasonable assurance that:

     

    (i)  all
      transactions are executed in accordance with management’s general or specific
      authorizations;

     

    (ii)  all
      transactions are recorded as necessary to permit the preparation of financial
      statements in conformity with U.S. GAAP and to maintain proper accountability
      for assets;

     

    (iii)  access
      to
      assets is permitted only in accordance with management’s general or specific
      authorization; and

     

    (iv)  the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.

     

    Parent
      maintains a process for internal control over financial reporting sufficient
      to
      provide reasonable assurance regarding the reliability of financial reporting
      in
      the preparation of financial statements of Parent in accordance with U.S. GAAP
      and includes those policies and procedures that (x) pertain to the maintenance
      of records that in reasonable detail accurately and fairly reflect the
      transactions and dispositions of the assets of Parent, (y) provide reasonable
      assurance that transactions are recorded as necessary to permit preparation
      of
      the financial statements of Parent in accordance with U.S. GAAP and that
      receipts and expenditures of Parent are being made only in accordance with
      authorizations of the management of Parent and (z) provide reasonable
      assurance regarding prevention or timely detection of unauthorized acquisition,
      use or disposition of Parent’s assets that could have a material effect on the
      financial statements of Parent. 

     

    (f)  Parent
      maintains disclosure controls and procedures to provide reasonable assurance
      that material information required to be disclosed by Parent under applicable
      Securities Laws is made known to Parent’s principal executive officer and
      principal financial officer by others within Parent.

     

    4.6  No
      Undisclosed Liabilities.
      There
      are no liabilities or obligations of Parent or Purchaser whatsoever (whether
      matured or unmatured, known or unknown, fixed or contingent or otherwise),
      except (i) to the extent expressly reflected on or reserved against in, or
      otherwise disclosed in the notes to, the Parent Balance Sheet,
      (ii) liabilities or obligations incurred in the ordinary course of business
      under the Contracts to which Parent is a party, (iii) liabilities or
      obligations arising in the ordinary course of business after the date of the
      Parent Balance Sheet consistent (in amount and kind) with past practice (none
      of
      which is a material liability or material obligation arising from any breach
      of
      contract, breach of warranty, tort, infringement claim, violation of Law or
      any
      suit, claim, action or proceeding), and (iv) liabilities in respect of
      Transaction Expenses of the Parent.

     

    
      
        
        

      

      
        41.

        
          

        

      

      
        
        

      

    

     

    4.7  Transactions
      with Affiliates and Employees.
      Except
      as set forth in the Parent SEC Reports, none of the officers or directors of
      Parent or Purchaser is presently a party to any transaction with Parent or
      Purchaser, including any contract, agreement or other arrangement providing
      for
      the furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer
      or
      director or, to the knowledge of Parent or Purchaser, any entity in which any
      officer or director has a substantial interest or is an officer, director,
      trustee or partner, in each case in excess of $60,000 other than for
      reimbursement for expenses incurred on behalf of Parent or
      Purchaser.

     

    4.8  Absence
      of Certain Changes or Events.
      Since
      the date of the Parent Balance Sheet, there has not been: (i) any Parent
      Material Adverse Effect, (ii) any change by Parent in its accounting methods,
      principles or practices, except as required by concurrent changes in U.S. GAAP
      or the rules and regulations promulgated by the SEC, (iii) any revaluation
      by
      Parent of any of its assets, including, without limitation, writing down the
      value of capitalized inventory or writing off notes or accounts receivable
      other
      than in the ordinary course of business or (iv) any split, combination or
      reclassification of any of Parent’s capital stock. 

     

    4.9  Taxes.

     

    (a)  Parent
      and Purchaser have timely filed all material Tax Returns required to be filed
      by
      them with all applicable Governmental Authorities. Such Tax Returns are true,
      correct and complete in all material respects and have been completed in
      accordance with applicable Law. Parent and Purchaser have paid, collected,
      withheld and remitted all material Taxes required to be paid, collected,
      withheld and remitted by them (whether or not shown on any such Tax
      Return).

     

    (b)  Parent
      and Purchaser have timely paid all material Taxes and there is no Tax deficiency
      or adjustment outstanding, proposed or assessed against Parent or Purchaser,
      nor
      has Parent or Purchaser executed any unexpired waiver of any statute of
      limitations on, or extended the period for the assessment or collection of,
      any
      Tax.

     

    (c)  No
      audit
      or other examination of any Tax Return of Parent or Purchaser by any
      Governmental Authority is presently in progress, nor has Parent or Purchaser
      been notified in writing of any request for such an audit or other
      examination.

     

    (d)  As
      of
      December 31, 2006, neither Parent nor Purchaser had any liability for any
      material unpaid Taxes that had not been accrued for or reserved against
      (excluding deferred Taxes and similar items) on the Parent Balance Sheet in
      accordance with U.S. GAAP, whether asserted or unasserted, contingent or
      otherwise. Since December 31, 2006, neither Parent nor Purchaser has incurred
      any liability for any Taxes other than in the ordinary course of
      business.

     

    (e)  Parent
      has made available to the Company or its legal counsel or accountants true
      and
      complete copies of the Tax Returns of Parent, Purchaser and any other Subsidiary
      of Parent for the last three taxable years.

     

    4.10  Parent
      Intellectual Property.
      Neither
      Parent nor Purchaser owns, licenses or otherwise has any right, title or
      interest in any Intellectual Property Rights other than its rights, if any,
      to
      the name Ad.Venture Partners, Inc.

     

    
      
        
        

      

      
        42.

        
          

        

      

      
        
        

      

    

     

    4.11  Compliance;
      Permits; Restrictions. 

     

    (a)  Neither
      Parent nor Purchaser nor the conduct of their respective businesses is, in
      any
      material respect, in conflict with, or in default or violation of any Law
      applicable to Parent or Purchaser or by which its or any of their respective
      businesses or properties is bound or affected. No investigation or review by
      any
      Governmental Authority is pending or, to the Knowledge of Parent, threatened
      against Parent or Purchaser, nor has any Governmental Authority indicated to
      Parent or Purchaser an intention to conduct the same. There is no agreement,
      judgment, injunction, order or decree binding upon Parent or Purchaser which
      has
      or could reasonably be expected to have the effect of prohibiting or materially
      impairing any business practice of Parent or Purchaser, any acquisition of
      material property by Parent or Purchaser or the conduct of their
      businesses.

     

    (b)  Each
      of
      Parent and Purchaser holds all permits, licenses, variances, exemptions, orders
      and approvals from Governmental Authorities that are material to the operation
      of their businesses, including, without limitation such permits, licenses,
      approvals, consents and other authorizations issued by the appropriate federal,
      state, local or foreign regulatory agencies or bodies. Each of Parent and
      Purchaser is in compliance in all material respects with such permits, licenses,
      approvals, consents and other authorizations issued by the appropriate federal,
      state, local or foreign regulatory agencies or bodies.

     

    4.12  Litigation.
      There
      is no suit, action, judgment, proceeding, claim, arbitration or investigation
      pending or, to the Knowledge of Parent, threatened, against or affecting Parent,
      Purchaser or any of their respective properties or assets which, individually
      or
      in the aggregate, would reasonably be expected to have a Parent Material Adverse
      Effect, or which in any manner seeks to prevent, enjoin, alter or delay any
      of
      the transactions contemplated by this Agreement.

     

    4.13  Brokers’
      and Finders’ Fees.
      Except
      for fees payable to New Century Capital Partners LLC pursuant to an engagement
      letter dated March 2, 2007, and except for the deferred underwriting fees
      relating to Parent’s initial public offering payable upon the consummation of
      the Arrangement (the “Deferred
      Underwriting Fees”),
      neither Parent nor Purchaser has incurred, nor will it incur, directly or
      indirectly, any liability for brokerage or finders’ fees or agents’ commissions
      or any similar charges in connection with this Agreement or the
      Transactions.

     

    4.14  Employee
      Benefit Plans.
      Neither
      Parent nor Purchaser maintains or has liability under any employee compensation,
      severance, termination pay, deferred compensation, stock or stock related
      awards, incentive, fringe or benefit plans, programs, policies, commitments
      or
      other arrangements (whether or not set forth in a written document and
      including, without limitation, all “employee benefit plans” within the meaning
      of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
      amended), and neither the execution and delivery of this Agreement nor the
      consummation of the transactions contemplated hereby will (i) result in any
      payment (including severance, unemployment compensation, golden parachute,
      bonus
      or otherwise) becoming due to any stockholder, director or employee of Parent
      or
      Purchaser; or (ii) result in the acceleration of the time of payment or vesting
      of any such benefits. Neither Parent nor Purchaser have any
      employees.

     

    4.15  Absence
      of Liens and Encumbrances.
      Each of
      Parent and Purchaser has good and valid title to, or, in the case of leased
      properties, valid leasehold interests in, all of its tangible properties and
      assets, real, personal and mixed, used in its business, free and clear of any
      liens or encumbrances except as reflected in the Parent Financials and except
      for liens for taxes not yet due and payable and such imperfections of title
      and
      encumbrances, if any, which would not be material to Parent on a consolidated
      basis.

     

    
      
        
        

      

      
        43.

        
          

        

      

      
        
        

      

    

     

    4.16  Agreements,
      Contracts and Commitments. 

     

    (a)  Except
      as
      set forth in the Parent SEC Reports filed prior to the date of this Agreement,
      there are no Parent Contracts, which either (i) create or impose a liability
      greater than $10,000, or (ii) may not be cancelled by Parent on less than
      30 days’ prior notice.

     

    (b)  Each
      Parent Contact was entered into at arms’ length and in the ordinary course, is
      in full force and effect and is valid and binding upon and enforceable against
      each of the parties thereto. True, correct and complete copies of all Parent
      Contracts have been made available to Company.

     

    (c)  Neither
      Parent nor, to the knowledge of Parent, any other party thereto is in breach
      of
      or in default under, and no event has occurred which with notice or lapse of
      time or both would become a breach of or default under, any Parent Contract,
      and
      no party to any Parent Contract has given any written notice of any claim of
      such breach, default or event. Each Parent Contract is in full force and
      effect.

     

    4.17  Parent
      Properties.
      Neither
      Parent nor Purchaser owns any real property or holds any material tangible
      assets. The Parent leases its offices on a month to month basis pursuant to
      an
      oral lease agreement.

     

    4.18  Trust
      Account.
      As of
      the date hereof and at the Closing Date, Parent has and will have no less than
      $52,247,606 in a trust account administered by Continental Stock Transfer &
Trust Company (the “Trust
      Account”),
      less
      such amounts, if any, as Parent is required to pay to stockholders who elect
      to
      have their shares converted to cash in accordance with Parent’s certificate of
      incorporation and the Deferred Underwriting Fees.

     

    4.19  Over-The-Counter
      Bulletin Board Quotation.
      Parent’s Common Stock and warrants are quoted on the OTC BB. There is no action
      or proceeding pending or, to Parent’s knowledge, threatened against Parent by
      NASDAQ or NASD, Inc. with respect to any intention by such entities to prohibit
      or terminate the quotation of any such securities on the OTC BB.

     

    4.20  State
      Takeover Statutes.
      The
      Board of Directors of Parent has approved this Agreement, the Ancillary
      Agreements and the other transactions contemplated hereby and thereby, and
      such
      approval is sufficient to render inapplicable the restrictions contained in
      Section 203 of the Delaware Law, to the extent, if any, such restrictions would
      otherwise be applicable to the Arrangement, this Agreement, the Ancillary
      Agreements and the other transactions contemplated hereby and thereby. No other
      state takeover statute or similar statute or regulation applies or purports
      to
      apply to this Agreement, the Ancillary Agreements or the transactions
      contemplated hereby or thereby.

     

    4.21  Foreign
      Corrupt Practices Act.
      Neither
      Parent nor any officer, director, employee or agent thereof or any stockholder
      thereof acting on behalf of Parent or any Subsidiary, has done any act or
      authorized, directed or participated in any act, in violation of any provision
      of the United States Foreign Corrupt Practices Act of 1977, as amended, applied
      to such entity or person.

     

    4.22  Canco
      and Purchaser Status.

     

    (a)  Other
      than in connection with the Arrangement or the transactions contemplated by
      this
      Agreement, Parent, directly or indirectly, has no plan or intention to: (i)
      cause the liquidation of Purchaser or Canco (for U.S. federal income tax
      purposes or otherwise), (ii) cause the reorganization, merger or amalgamation
      of
      Purchaser or Canco with any Person (provided that the foregoing shall not
      prevent transfers of assets to and from Purchaser), (iii) cause the sale,
      distribution or other disposition of the stock of Purchaser or Canco by the
      owner thereof (other than a transfer to one or more wholly-owned Subsidiaries
      of
      Parent), or (iv) cause Purchaser to issue any shares of voting stock of
      Purchaser.

     

    
      
        
        

      

      
        44.

        
          

        

      

      
        
        

      

    

     

    (b)  At
      the
      Effective Time, except as contemplated by the Arrangement, Parent or one or
      more
      wholly-owned Subsidiaries of Parent will own all of the outstanding capital
      stock of Purchaser other than the Exchangeable Shares to be issued in the
      Arrangement or in connection with the Arrangement.

     

    (c)  Purchaser
      and Canco were formed for the sole purpose of engaging in the Transactions
      contemplated by this Agreement. Neither Canco nor Purchaser has or will have
      incurred, directly or indirectly, any obligations or liabilities or engaged
      in
      any business or activities or entered into any agreements or arrangements with
      any Person, except for obligations and liabilities incurred in connection with
      their incorporation or organization and the transactions contemplated hereby
      and
      in the Plan of Arrangement. At no time prior to the Effective Time will Canco
      or
      Purchaser own any material assets other than an amount of cash necessary to
      incorporate Canco or Purchaser, as applicable, and to pay the expenses of the
      transactions contemplated hereby attributable to it if the transactions
      contemplated hereby are consummated.

     

    4.23  Business
      Combinations.
      Parent
      is not party to any Contract (including, without limitation, letters of intent,
      memorandums of understanding and the like) which contemplates the consummation
      of a Business Combination (as defined in Parent’s Amended and Restated
      Certificate of Incorporation) other than (i) this Agreement and the Ancillary
      Agreements and (ii) any such Contract that has been terminated or expired by
      its
      terms, in each case on or prior to the date hereof.

     

    ARTICLE
      5

     

    COVENANTS

     

    5.1  Access
      and Investigation. From
      the
      date of this Agreement until the Effective Time and upon reasonable advance
      notice each party will, and cause each of its Subsidiaries to:

     

    (a)  afford
      the other party and its Representatives full access during normal business
      hours
      to all of its properties, books, Contracts, personnel and records as such party
      may reasonably request; and

     

    (b)  furnish
      promptly to the other party and its Representatives all other information
      concerning its business, properties, assets and personnel as such party may
      reasonably request.

     

    5.2  Operation
      of the Businesses of the Acquired Companies.

     

    (a)  Except
      as
      set forth in Section 5.2 of the Company Disclosure Schedule or as otherwise
      contemplated by this Agreement, during the period from the date of this
      Agreement and continuing until the earlier of the termination of this Agreement
      pursuant to its terms or the Effective Time, the Company will, and will cause
      each of its Subsidiaries to:

     

    (i)  conduct
      its business only in the ordinary course of business;

     

    (ii)  use
      its
      commercially reasonable efforts to preserve and protect its business
      organization, assets, employment relationships, and relationships with
      customers, strategic partners, suppliers, distributors, landlords and others
      doing business with it;

     

    
      
        
        

      

      
        45.

        
          

        

      

      
        
        

      

    

     

    (iii)  pay
      its
      debts and Taxes when due, subject to good faith disputes over such obligations;
      and

     

    (iv)  deliver
      to Parent (A) the monthly board book that is disseminated to the Board of
      Directors of the Company and (B) the Company’s weekly operational
      reports.

     

    (b)  Without
      limiting the generality of Section 5.2(a) and except as set forth in Section
      5.2
      of the Company Disclosure Schedule or as otherwise expressly permitted or
      contemplated by this Agreement or the Ancillary Agreements, the Company will
      not, and will not cause or permit any of its Subsidiaries to (unless Parent
      shall otherwise approve in writing, which approval shall not be unreasonably
      withheld or delayed):

     

    (i)  declare,
      set aside or pay any dividend or other distribution (whether in cash, securities
      or other property) in respect of its capital stock (other than dividends and
      distributions by a direct or indirect wholly-owned Subsidiary of the Company
      to
      its parent);

     

    (ii)  split,
      combine or reclassify its capital or issue or authorize the issuance of any
      other securities in respect of, in lieu of or in substitution for its shares
      or
      any of its other securities;

     

    (iii)  purchase,
      redeem or otherwise acquire any of its shares or any other securities or any
      options, warrants or other rights to acquire any such shares or
      securities;

     

    (iv)  enter
      into any material partnership arrangements, joint development agreement or
      strategic alliances, other than in the ordinary course of business;

     

    (v)  transfer
      a license to any Person, or otherwise extend, amend or modify any material
      Intellectual Property Rights;

     

    (vi)  cause,
      permit or propose any amendments to its Organizational Documents;

     

    (vii)  acquire
      or agree to acquire by merging or consolidating with, or by purchasing any
      equity interest in or a material portion or the assets of, or by any other
      manner, any business or any corporation, partnership, association or other
      business organization or division thereof having a value in excess of $250,000,
      or otherwise acquire or agree to acquire any assets having a value in excess
      of
      $250,000;

     

    (viii)  except
      as
      required to ensure that any Company Plan is not then out of compliance with
      applicable Law or to comply with the requirements of any Company Plan, adopt,
      amend or terminate any Company Plan;

     

    (ix)  make
      any
      individual or series of related payments outside of the ordinary course of
      business in excess of $100,000;

     

    (x)  except
      in
      the ordinary course of business consistent with past practice, modify, amend
      or
      terminate any Material Contract or waive, delay the exercise of, release or
      assign any material rights or claims thereunder;

     

    (xi)  except
      as
      required by applicable Law, enter into any closing agreement in respect of
      material Taxes, settle any claim or assessment in respect of any material Taxes,
      or consent to any extension or waiver of the limitation period applicable to
      any
      claim or assessment in respect of any material Taxes;

     

    
      
        
        

      

      
        46.

        
          

        

      

      
        
        

      

    

    (xii)  incur
      or
      enter into any agreement or commitment in excess of $250,000 individually or
      incur any indebtedness (including capital leases or deferred purchase price
      obligations) other than (x) under the Security and Purchase Agreement, dated
      July 31, 2006 among the Company, certain of its Subsidiaries and Laurus Master
      Fund, Ltd, as amended, or (y) in respect of professional fees and expenses
      relating to this Agreement and the Transactions;

     

    (xiii)  (A)
      hire
      any employee or consultant with an annual compensation level in excess of
      $150,000 or who is eligible to earn or is paid a bonus in excess of $50,000,
      (B)
      enter into or amend any Contract with any director, officer or employee of
      the
      Company or any of its Subsidiaries the benefits of which are contingent upon
      the
      occurrence of the Transactions or (C) enter into any compensation agreement
      with
      any current officer or director;

     

    (xiv)  pay,
      discharge or satisfy any claim, liability or obligation (absolute, accrued,
      asserted or unasserted, contingent or otherwise) for an amount in excess of
      $250,000 other than (A) ordinary course workers’ compensation claims or (B)
      pursuant to agreements contemplating such payment, discharge or satisfaction
      entered into prior to the date hereof;

     

    (xv)  except
      as
      required by applicable Law, make or change any material Tax election, change
      any
      method of accounting resulting in a material amount of additional Tax or file
      any material amended Tax Return;

     

    (xvi)  otherwise
      engage in any practice, take any action, or enter into any transaction of the
      type described in Section 3.7 or Section 3.8; 

     

    (xvii)  purchase
      any insurance in excess of such insurance policies held by the Acquired
      Companies on the date hereof, provided that the foregoing shall not prohibit
      the
      Company from extending the term of existing insurance policies or replacing
      existing insurance policies with comparable policies; 

     

    (xviii)  agree
      in
      writing or otherwise take any of the actions described in Section 5.2(b)(i)
      through (xvii) above; or

     

    (xix)  other
      than upon the exercise of outstanding Company Options, Company SARs, Company
      Warrants or Convertible Debentures, issue any Common Shares.

     

    5.3  Conduct
      of Business By Parent.
      During
      the period from the date of this Agreement and continuing until the earlier
      of
      the termination of this Agreement pursuant to its terms or the Effective Time,
      Parent agrees, and shall cause Purchaser to, except (i) as specifically provided
      in this Agreement or (ii) to the extent that the Company shall otherwise consent
      in writing (the provision of a response to any request for such consent not
      to
      be unreasonably delayed), to carry on its business in the ordinary course,
      in
      substantially the same manner as heretofore conducted and in compliance with
      all
      applicable Laws, to pay its debts and taxes when due subject to good faith
      disputes over such debts or taxes, to pay or perform other material obligations
      when due, subject to good faith disputes over such obligations and use its
      commercially reasonable efforts consistent with past practices and policies
      to
      preserve intact its present business organization, keep available the services
      of its present officers and preserve its business relationships. In addition,
      except (x) as specifically provided in this Agreement or (y) to the extent
      that the Company shall otherwise consent in writing (the provision of a response
      to any request for such consent not to be unreasonably delayed), Parent and
      its
      Subsidiaries shall not take any actions other than those necessary or
      appropriate to consummate the Transactions and those necessary to permit the
      continued operation of Parent’s business. 

     

    
      
        
        

      

      
        47.

        
          

        

      

      
        
        

      

    

    5.4  Consents
      and Filings; Commercially Reasonable Efforts.
      Without
      limiting the obligations of the Parties under other sections of this Agreement,
      each of the Parties will, and will cause each of its Subsidiaries to, use their
      respective commercially reasonable efforts:

     

    (a)  to
      take
      promptly, or cause to be taken (including actions after the Closing), all
      actions, and to do promptly, or cause to be done, all things necessary, proper
      or advisable to consummate and make effective the Transactions; and

     

    (b)  as
      promptly as practicable after the date of this Agreement, to obtain all
      Governmental Authorizations from, give all notices to, and make all filings
      with, all Governmental Authorities, and to obtain all other consents, waivers,
      approvals and other authorizations from, and give all other notices to, all
      other third parties, that are necessary or advisable in connection with the
      authorization, execution and delivery of this Agreement and the consummation
      of
      the transactions contemplated by this Agreement, including those disclosed
      or
      required to be disclosed as exceptions to Section 3.3 on the Company Disclosure
      Schedule and Section 4.3 on the Parent Disclosure Schedule.

     

    5.5  Covenants
      of the Company Regarding the Arrangement. The
      Company shall and shall cause its Subsidiaries to perform all obligations
      required or desirable to be performed by the Company or any of its Subsidiaries
      under this Agreement, co-operate with Parent in connection therewith, and do
      all
      such other acts and things as may be necessary or desirable in order to
      consummate and make effective, as soon as reasonably practicable, the
      Transactions and, without limiting the generality of the foregoing, the Company
      shall and, where appropriate, shall cause its Subsidiaries to:

     

    (a)  use
      all
      commercially reasonable efforts to obtain the Required Company Vote, provided
      that the Company shall not be required to engage a proxy solicitation agent
      in
      connection therewith;

     

    (b)  use
      all
      commercially reasonable efforts to obtain the consents set forth in Section
      3.3
      of the Company Disclosure Schedule. Notwithstanding anything to the contrary
      in
      this Agreement, in connection with obtaining any approval or consent from any
      Person (other than a Governmental Authority) with respect to any transaction
      contemplated by this Agreement, (i) without the prior written consent of Parent
      (not to be unreasonably withheld) none of the Company or any of its Subsidiaries
      shall pay or commit to pay to such Person whose approval or consent is being
      solicited any cash or other consideration, make any commitment or incur any
      liability or other obligation due to such Person and (ii) none of Parent or
      its
      respective Affiliates shall be required to pay or commit to pay to such Person
      whose approval or consent is being solicited any cash or other consideration,
      make any commitment or to incur any liability or other obligation;

     

    (c)  use
      its
      commercially reasonable efforts to effect all necessary registrations, filings
      and submissions of information required by Governmental Authorities from the
      Company or any of its Subsidiaries relating to the Arrangement;

     

    (d)  apply
      for
      and use all commercially reasonable efforts to obtain all Regulatory Approvals
      relating to the Company or any of its Subsidiaries which are typically applied
      for in a transaction of this nature or are necessary, proper or advisable under
      applicable Law or required to be taken by any Governmental Authority and, in
      doing so, keep Parent reasonably informed as to the nature of any application
      or
      submission proposed to be made and the status of the proceedings related to
      obtaining the Regulatory Approvals, including providing Parent with copies
      of
      all related applications and notifications (other than confidential information
      contained in such applications and notifications), in draft form, in order
      for
      Parent to provide its reasonable comments thereon; and

     

    
      
        
        

      

      
        48.

        
          

        

      

      
        
        

      

    

    (e)  defend
      all Proceedings against the Company challenging or affecting this Agreement
      or
      the consummation of the transactions contemplated hereby, provided however
      that
      the Company shall not enter into any settlement, or consent to any Judgment
      thereon without the prior written consent of the Parent (such consent not to
      be
      unreasonably withheld).

     

    5.6  Covenants
      of Parent Regarding the Performance of Obligations. Parent
      shall, and shall cause its Subsidiaries to, perform all obligations required
      or
      desirable to be performed by Parent or any of Parent’s Subsidiaries under this
      Agreement, co-operate with the Company in connection therewith, and do all
      such
      other acts and things as may be necessary or desirable in order to consummate
      and make effective, as soon as reasonably practicable, the Transactions and,
      without limiting the generality of the foregoing, Parent shall and where
      appropriate shall cause its Subsidiaries to:

     

    (a)  use
      all
      commercially reasonable efforts to obtain the Required Parent Vote;

     

    (b)  apply
      for
      and use all commercially reasonable efforts to obtain all Regulatory Approvals
      relating to Parent or any of Parent’s Subsidiaries and relating to the Company
      or any of the Company’s Subsidiaries which are typically applied for by an
      offeror or are necessary, proper or advisable under applicable Law or required
      to be taken by any Governmental Authority and, in doing so, keep the Company
      reasonably informed as to the status of the Proceedings related to obtaining
      the
      Regulatory Approvals, including providing the Company with copies of all related
      applications and notifications in draft form (other than confidential
      information contained in such applications and notifications), in order for
      the
      Company to provide its reasonable comments thereon;

     

    (c)  use
      its
      commercially reasonable efforts to effect all necessary registrations, filings
      and submissions of information required by Governmental Authorities from the
      Company or any of its Subsidiaries relating to the Arrangement; and

     

    (d)  defend
      all Proceedings against Parent challenging or affecting this Agreement or the
      consummation of the transactions contemplated hereby.

     

    5.7  Mutual
      Covenants. Each
      of
      the Parties covenants and agrees that, except as otherwise contemplated in
      this
      Agreement, during the period from the date of this Agreement until the earlier
      of the Effective Time and the time that this Agreement is terminated in
      accordance with its terms:

     

    (a)  it
      shall,
      and shall cause its Subsidiaries to, use commercially reasonable efforts to
      satisfy (or cause the satisfaction of) the conditions precedent to its
      obligations hereunder as set forth in Article 6 to the extent the same is within
      its control and to take, or cause to be taken, all other action and to do,
      or
      cause to be done, all other things necessary, proper or advisable under all
      applicable Laws to consummate the Arrangement and the transactions contemplated
      hereby and thereby, including using its commercially reasonable efforts to:
      (i)
      obtain all Regulatory Approvals required to be obtained by it; (ii) effect
      all
      necessary registrations, filings and submissions of information requested by
      Governmental Authorities required to be effected by it in connection with the
      Arrangement and the transactions contemplated hereby and thereby; (iii) oppose,
      lift or rescind any injunction or restraining order against it or other order
      or
      action against it seeking to stop, or otherwise adversely affecting its ability
      to make and complete, the Arrangement; and (iv) co-operate with the other Party
      in connection with the performance by it and its Subsidiaries of their
      obligations hereunder. Subject to the terms and conditions herein provided,
      none
      of the Parties shall knowingly take or cause to be taken any action which would
      reasonably be expected to prevent or materially delay the consummation of the
      transactions contemplated hereby or materially change the business operations
      or
      financial condition of the Company or the Parent; and

     

    
      
        
        

      

      
        49.

        
          

        

      

      
        
        

      

    

    (b)  it
      shall
      not take any action, refrain from taking any commercially reasonable action,
      or
      permit any action to be taken or not taken, which is inconsistent with this
      Agreement or which would reasonably be expected to significantly impede the
      consummation of the Arrangement except as permitted by this
      Agreement.

     

    5.8  Notification.
      From
      the
      date of this Agreement until the Closing, each of the parties will give prompt
      notice to the other parties of:

     

    (a)  the
      occurrence, or non-occurrence, of any event, the occurrence or non-occurrence
      of
      which would reasonably be expected to cause any representation or warranty
      of
      such party contained in this Agreement to be untrue or inaccurate, in each
      case
      at any time from and after the date of this Agreement until the Closing;
      and

     

    (b)  any
      failure to comply with or satisfy any covenant, condition or agreement to be
      complied with or satisfied by such party under this Agreement. 

     

    No
      notification pursuant to this Section 5.9
      will be
      deemed to amend or supplement the Company Disclosure Schedule or Parent
      Disclosure Schedule, as the case may be, prevent or cure any misrepresentation,
      breach of warranty or breach of covenant, or limit or otherwise affect any
      rights or remedies available to the party receiving notice, including pursuant
      to Section 8.2.

     

    5.9  Confidentiality. From
      the
      date of this Agreement until the Closing, the parties agree to be bound by
      and
      comply with the provisions set forth in the Confidentiality Agreement between
      the Company and the Parent dated December 29, 2006 (the “Confidentiality
      Agreement”),
      provided that each party hereby consents to the disclosure of Confidential
      Information provided by such party for purposes of inclusion in the Circular,
      the Proxy and Registration Statement, the Prospectus, the Proxy Statement or
      pursuant to Section 2.7 hereof, as applicable. From and after the Closing,
      the
      confidentiality obligations of Parent and Purchaser under the Confidentiality
      Agreement will terminate with respect to all Information.

     

    5.10  Unaudited
      Monthly and Quarterly Statements; Audited Annual Statements; Pro Forma Financial
      Statements.

     

    (a)  Until
      the
      Effective Time, the Company will cause to be prepared (and furnish to the
      Parent) as promptly as possible (and in any event, no later than the earlier
      of
      (i) the time such information is provided to the Company’s Board of
      Directors and (ii) 30 days after the end of a month or 45 days after the
      end of a fiscal quarter, as applicable (other than the fiscal quarter ended
      December 31, 2006)) on a monthly and quarterly basis unaudited consolidated
      balance sheets as of the end of such calendar month or fiscal quarter, and
      the
      related unaudited consolidated statements of operations, statements of
      stockholders’ equity and statements of cash flows and, solely with respect to
      the quarterly statements, a reconciliation to U.S. GAAP for the respective
      periods (such balance sheets, and related statements being collectively referred
      to in this Agreement as the “Unaudited
      Statements”).
      The
      Unaudited Statements will be prepared from the books and records of the Company
      and will and fairly present, in all material respects, the consolidated
      financial position, results of operations and changes in cash flows of the
      Company and its consolidated Subsidiaries as of and for the respective time
      periods in accordance with internal Company accounting methods and standards
      currently used.

     

    
      
        
        

      

      
        50.

        
          

        

      

      
        
        

      

    

    (b)  The
      Company shall cause to be prepared (and furnish to the Parent) as promptly
      as
      possible after the execution of this Agreement (and in any event no later than
      March 31, 2007) the audited consolidated balance sheet, and related audited
      consolidated statement of operations, statement of stockholders’ equity,
      statements of cash flows, notes thereto and a reconciliation to U.S. GAAP for
      the year ended December 31, 2006 (such balance sheet and related statements
      of
      operations, stockholders’ equity and cash flows, related notes and the
      reconciliation to U.S. GAAP, the “Audited
      2006 Statements”).
      The
      Audited 2006 Statements will be prepared from the books and records of the
      Company and will and fairly present, in all material respects, the consolidated
      financial position, results of operations and changes in cash flows of the
      Company and its consolidated Subsidiaries as of and for the respective time
      periods in accordance with internal Company accounting methods and standards
      currently used.

     

    (c)  The
      Company shall prepare such pro forma financial statements and notes thereto
      as
      reasonably required by Parent for inclusion in the Proxy and Registration
      Statement, the Prospectus or the Proxy Statement and provide such assistance
      as
      reasonably requested by Parent in the preparation of the Proxy and Registration
      Statement.

     

    5.11  Dissenting
      Shareholders. The
      Company shall give the Parent prompt notice of any written notice exercising
      Dissent Rights, withdrawals of the exercise of such rights, and any other
      instruments served pursuant to the Arrangement Resolution, the Plan of
      Arrangement, the Interim Order and the Final Order, and shall consult Parent
      in
      respect of negotiations and proceedings with respect to the exercise of such
      Dissent Rights. Without the prior written consent of the Parent, except as
      required by applicable Law, the Company shall not, prior to the Effective Time,
      make any payment with respect to any such rights or offer to settle or settle
      any such rights.

     

    5.12  Structure
      Changes. In
      the
      event that the Court or any Governmental Authority issues any order, ruling,
      decision or decree, or takes any action of any kind whatsoever, or refuses
      to
      take any action which is contemplated by this Agreement to be taken by it in
      connection with the implementation of the Transactions, which in each case
      is
      materially inconsistent with the structure of the Transactions contemplated
      hereby, the Parties, each acting in good faith, will cooperate with each other
      to devise, consider and implement an alternative structure for the Transactions
      which will result in the Parent and the Company Shareholders being, as nearly
      as
      practicable, in the same economic positions as they would have been if the
      structure provided herein for the Transactions had been implemented (provided
      that (i) such alternative structure shall not be detrimental to the Company
      or
      the Company Shareholders and (ii) the Company and Parent shall use commercially
      reasonable efforts to obtain revised Fairness Opinions with respect to the
      alternative structure from the Company Financial Advisor and the Parent
      Financial Advisor, respectively), and the Parties shall amend this Agreement
      and
      the Plan of Arrangement to the extent necessary to reflect such changes in
      the
      proposed structure, and to implement the Transactions as so
      amended.

     

    5.13  Further
      Actions. Subject
      to the other express provisions of this Agreement, upon the request of any
      party
      to this Agreement, the other parties will:

     

    (a)  furnish
      to the requesting party any additional information;

     

    (b)  execute
      and deliver, at their own expense, any other documents; and

     

    (c)  take
      any
      other actions,

     

    as
      may be
      necessary or as the requesting party may reasonably require to more effectively
      carry out the intent of this Agreement and the transactions contemplated by
      this
      Agreement.

     

    
      
        
        

      

      
        51.

        
          

        

      

      
        
        

      

    

    5.14  Parent
      Board Composition and Executive Officers.

     

    (a)  The
      Board
      of Directors of Parent shall take all actions necessary such that effective
      as
      of the Effective Time:

     

    (i)  The
      Board
      of Directors shall be comprised of 9 directors and shall be divided into three
      classes, Class A, Class B and Class C, with 3 directors in each class. The
      directors in Class A shall be elected for a term expiring at the first annual
      meeting of Parent’s stockholders following the Effective Time, the directors in
      Class B shall be elected for a term expiring at the second annual meeting of
      Parent’s stockholders following the Effective Time and the directors in Class C
      shall be elected for a term expiring at the third annual meeting of Parent’s
      stockholders following the Effective Time.

     

    (ii)  The
      Class
      C directors of Parent shall initially be M. Brian McCarthy, Peter Giacalone
      and
      Howard Balter. 

     

    (iii)  The
      Class
      B directors of Parent shall initially be David Hallmen (so long as he qualifies
      as an “independent director” as defined in Rule 4200(15) of the NASDAQ
      Marketplace Rules (an “Independent
      Director”)),
      Ilan
      Slasky and one other person selected by the Company’s Board of Directors who is
      not currently a member of the Company’s Board of Directors and who qualifies as
      an Independent Director.

     

    (iv)  The
      Class
      A directors of Parent shall initially be Byron Osing (so long as he qualifies
      as
      an Independent Director), Lawrence J. Askowitz (so long as he qualifies as
      an
      Independent Director) and one other person selected by mutual agreement of
      the
      Company and Parent who qualifies as an Independent Director.

     

    (b)  Subject
      to the general oversight and authority of the Board of Directors of Parent
      under
      applicable law, the Board of Directors of Parent shall take all actions
      necessary to establish, empower and maintain as of the Effective Time (i) an
      audit committee, which shall consist solely of Independent Directors, (ii)
      a
      compensation committee, which shall consist solely of Independent Directors
      and
      which shall initially be co-chaired by David Hallmen and Lawrence J. Askowitz
      and (iii) a governance committee which shall consist solely of Independent
      Directors and which shall initially be chaired by Byron Osing.

     

    (c)  The
      Board
      of Directors of Parent will take all actions necessary such that effective
      as of
      the Effective Time, the Company’s Chief Executive Officer and Chief Financial
      Officers shall become the Parent’s Chief Executive Officer and Chief Financial
      Officers, respectively, in each case to hold such office from and after the
      Effective Time until his successor is duly appointed and qualified in the manner
      provided in the Organizational Documents of Parent or as otherwise provided
      by
      Law or his earlier resignation or removal.

     

    5.15  Company
      Registration.
      The
      Company shall not take any action to cause its registration statement on the
      Form 20-F to be declared effective by the SEC, provided that the Company may
      address comments received from the SEC with respect thereto.

     

    5.16  Treatment
      of Company Options, SARs, Warrants and Convertible Debentures.


     

    (a)  At
      the
      Effective Time, each of the Company Options which are outstanding and
      unexercised immediately prior thereto shall, pursuant to the terms of the Plan
      of Arrangement cease to represent a right to acquire Common Shares of the
      Company and shall be exchanged for an option of Parent, in accordance with
      the
      terms of the Plan of Arrangement and the Parent shall also take all necessary
      action to reserve for issuance a sufficient number of shares of Parent Common
      Stock for delivery upon exercise of the Company Options and Parent shall
      register all shares of Parent Common Stock issuable upon the exercise of the
      Company Options on Form S-8 under the U.S. Securities Act once Parent becomes
      eligible to use Form S-8.

     

    
      
        
        

      

      
        52.

        
          

        

      

      
        
        

      

    

    (b)  At
      the
      Effective Time, each of the Company SARs which are outstanding and unexercised
      immediately prior thereto shall, pursuant to the terms of an SAR Exchange
      Agreement between Parent and each holder of Company SARs (the “SAR Exchange
      Agreements”), cease to represent a right to acquire Common Shares of the Company
      and shall be converted automatically into share appreciation rights of Parent
      Common Stock, pursuant to which each Company SAR shall entitle the holder to
      receive such number of shares of Parent Common Stock as the holder of such
      Company SAR would have been entitled to receive pursuant to the Arrangement
      had
      such holder been able to exercise such Company SAR in full immediately prior
      to
      the Effective Time, with appropriate adjustments made to the exercise price
      applicable to such Company SAR and the number of shares of Parent Common Stock
      acquired upon exercise), determined in accordance with the applicable SAR
      Exchange Agreement. Except for the foregoing adjustments, each such Company
      SAR
      so converted pursuant to a SAR Exchange Agreement shall continue to have, and
      be
      subject to, the same terms and conditions (including the vesting and exercise
      arrangements and other terms and conditions set forth in the Company Stock
      Plans
      and the applicable stock appreciation right agreement evidencing each such
      Company SAR) as are in effect immediately prior to the Effective Time. Parent
      shall take all necessary action to reserve for issuance a sufficient number
      of
      shares of Parent Common Stock for delivery upon exercise of the Company SARs
      and
      Parent shall register all shares of Parent Common Stock issuable upon the
      exercise of the Company SARs on Form S-8 under the U.S. Securities Act once
      Parent becomes eligible to use Form S-8.

     

    (c)  At
      the
      Effective Time, each of the Company Warrants which is outstanding and
      unexercised immediately prior thereto shall, pursuant to the terms of such
      Company Warrant, cease to represent a right to acquire Common Shares of the
      Company and shall instead represent a right to purchase such number of shares
      of
      Parent Common Stock as the holder of such Company Warrant would have been
      entitled to receive pursuant to the Arrangement had such holder exercised such
      warrant in full immediately prior to the Effective Time, at a price per share
      equal to (y) the aggregate exercise price for the Common Shares of the Company
      otherwise purchasable pursuant to such Company Warrant divided by (z) the number
      of full shares of Parent Common Stock deemed purchasable pursuant to such
      Company Warrants, and subject to further adjustments in accordance with the
      terms of such Company Warrant (the “New
      Warrants”).
      To
      the extent necessary to give effect to this Section 5.16(c), Parent shall issue
      to the holder of Company Warrants a new warrant evidencing the right represented
      in the New Warrants. Parent shall take all necessary action to reserve for
      issuance a sufficient number of shares of Parent Common Stock for delivery
      upon
      conversion of the Company Warrants and Parent and the Company shall take all
      necessary action to cause the registration of the resale of such shares of
      Parent Common Stock under the U.S. Securities Act effective as of the Effective
      Time. In the event that Parent enters into a transaction analogous to the
      Arrangement following the Effective Time, Parent shall ensure that the New
      Warrants are treated in a manner similar to how the Company Warrants are treated
      in this Section 5.16(c).

     

    (d)  All
      Convertible Debentures that are outstanding as of the Effective Time shall
      remain outstanding after the Effective Time in accordance with their respective
      terms and provisions. After the Effective Time, Parent will become jointly
      and
      severally liable with the Company with respect to the payment and performance
      by
      the Company of all of the Company’s obligations under the Securities Purchase
      Agreement and the Convertible Debentures. Following the Effective Time, each
      holder of Convertible Debentures will have the right to convert such Convertible
      Debentures into the number of shares of Parent Common Stock which would be
      receivable at the Effective Time by a holder of the Company Common Shares
      deliverable upon conversion of such Convertible Debentures immediately prior
      to
      the Effective Time, and subject to future adjustments of the conversion price
      of
      the Convertible Debentures as are provided for in the terms of the Convertible
      Debentures (the “New
      Convertible Debentures”).
      To the
      extent necessary to give effect to this Section 5.16(d), Parent shall issue
      to
      the holder of Convertible Debentures a new debenture evidencing the right
      represented in the New Convertible Debenture. Parent shall take all necessary
      action to reserve for issuance a sufficient number of shares of Parent Common
      Stock for delivery upon conversion of the Convertible Debentures and Parent
      and
      the Company shall take all necessary action to cause the registration of the
      resale of such shares of Parent Common Stock under the U.S. Securities Act
      effective as of the Effective Time. In the event that Parent enters into a
      transaction analogous to the Arrangement following the Effective Time, Parent
      shall ensure that the Convertible Debentures are treated in a similar manner
      to
      this Section 5.16(d).

     

    
      
        
        

      

      
        53.

        
          

        

      

      
        
        

      

    

    ARTICLE
      6

     

    CONDITIONS
      PRECEDENT TO OBLIGATION TO CLOSE

     

    6.1  Conditions
      to the Obligation of the Parent. The
      obligation of the Parent to consummate the transactions contemplated by this
      Agreement is subject to the satisfaction, on or before the Effective Time,
      of
      each of the following conditions (any of which may be waived by the Parent,
      in
      whole or in part):

     

    (a)  The
      Company’s representations and warranties (i) set forth in
      Section 3.4
      of this
      Agreement must have been true and correct in all material respects on and as
      of
      the date of this Agreement and must be true and correct in all material respects
      on and as of the Closing Date as though made on the Closing Date (or, in the
      case of those representations and warranties in Section 3.4 that are made as
      of
      a particular date or period, at and as of such date or period), and (ii)
      otherwise set forth in this Agreement must have been true and correct as of
      the
      date of this Agreement and must be true and correct in all respects as of the
      Closing Date as though made on the Closing Date (or, in the case of those
      representations and warranties that are made as of a particular date or period,
      at and as of such date or period) except for inaccuracies in such representation
      or warranties the circumstances giving rise to which, individually or in the
      aggregate, do not have and would not reasonably be expected to have, a Company
      Material Adverse Effect (disregarding any materiality or Company Material
      Adverse Effect qualification contained in any such representation or
      warranty);

     

    (b)  all
      of
      the covenants and obligations that the Acquired Companies are required to
      perform or comply with under this Agreement on or before the Closing Date must
      have been duly performed and complied with in all material respects (with
      materiality being measured individually and on an aggregate basis with respect
      to all breaches of covenants and obligations);

     

    (c)  each
      of
      the Governmental Authorizations, including all exemption orders from securities
      commissions under Canadian Securities Laws, and consents identified in Section
      3.3 of the Company Disclosure Schedule and Section 4.3 of Parent Disclosure
      Schedule as a Governmental Authorization or consent that is required to be
      obtained as a condition to Closing must have been obtained and must be in full
      force and effect, and all applicable waiting periods (and any extensions
      thereof) under the HSR Act and the Competition Act must have expired or
      otherwise been terminated;

     

    (d)  there
      must not be in effect any Law or Judgment which makes illegal or enjoins or
      prevents the consummation of the transactions contemplated by this Agreement
      or
      any of the Ancillary Agreements;

     

    
      
        
        

      

      
        54.

        
          

        

      

      
        
        

      

    

    (e)  since
      the
      date of this Agreement, there must not have been any change, occurrence or
      event
      that has had or would reasonably be expected to have, individually or in the
      aggregate, a Company Material Adverse Effect;

     

    (f)  the
      Company must have delivered or caused to be delivered each document that
      Section 2.8(a)
      requires
      it to deliver;

     

    (g)  the
      Arrangement shall have been approved at the Company Meeting by not less than
      the
      Required Company Vote and at the Parent Meeting by not less than the Required
      Parent Vote;

     

    (h)  the
      Interim Order and the Final Order shall each have been obtained in form and
      on
      terms reasonably satisfactory to each of the Company and Parent, and shall
      not
      have been set aside or modified in a manner unacceptable to such parties, acting
      reasonably, on appeal or otherwise; and

     

    (i)  Dissenting
      Shareholders hold no more than 7% of the Common Shares.

     

    6.2  Conditions
      to the Obligation of the Company. The
      obligation of the Company to consummate the transactions contemplated by this
      Agreement is subject to the satisfaction, on or before the Effective Time,
      of
      each of the following conditions (any of which may be waived by the Company,
      in
      whole or in part):

     

    (a)  the
      Parent’s representations and warranties (i) set forth in Section 4.4 of this
      Agreement must have been true and correct in all material respects on and as
      of
      the date of this Agreement and must be true and correct in all material respects
      on and as of the Closing Date as though made on the Closing Date (or, in the
      case of those representations and warranties in Section 4.4 that are made as
      of
      a particular date or period, at and as of such date or period), and (ii)
      otherwise set forth in this Agreement must have been true and correct in all
      respects as of the date of this Agreement and must be true and correct in all
      material respects as of the Closing Date as though made on the Closing Date
      (or,
      in the case of those representations and warranties that are made as of a
      particular date or period, at and as of such date or period) except for
      inaccuracies in such representations or warranties the circumstances giving
      rise
      to which, individually or in the aggregate, do not have and would not reasonably
      be expected to have, a Parent Material Adverse Effect (disregarding any
      materiality or Parent Material Adverse Effect qualification contained in any
      such representation or warranty);

     

    (b)  all
      of
      the covenants and obligations that the Parent or the Purchaser is required
      to
      perform or comply with under this Agreement on or before the Closing Date must
      have been duly performed and complied with in all material respects (with
      materiality being measured individually and on an aggregate basis with respect
      to all breaches of covenants and obligations);

     

    (c)  each
      of
      the Governmental Authorizations and consents identified in Section 3.3 of the
      Company Disclosure Schedule and Section 4.3 of the Parent Disclosure Schedule
      as
      a Governmental Authorization or consent that is required to be obtained as
      a
      condition to Closing must have been obtained and must be in full force and
      effect, and all applicable waiting periods (and any extensions thereof) under
      the HSR Act must have expired or otherwise been terminated;

     

    (d)  there
      must not be in effect any Law or Judgment which makes illegal or enjoins or
      prevents the consummation of the transactions contemplated by this Agreement
      or
      any of the Ancillary Agreements;

     

    
      
        
        

      

      
        55.

        
          

        

      

      
        
        

      

    

    (e)  since
      the
      date of this Agreement, there must not have been any change, occurrence or
      event
      that has had or could reasonably be expected to have, individually or in the
      aggregate, a Parent Material Adverse Effect;

     

    (f)  the
      Parent must have delivered or caused to be delivered each document that
      Section 2.8(b) requires it to deliver;

     

    (g)  the
      Arrangement shall have been approved at the Company Meeting by not less than
      the
      Required Company Vote and at the Parent Meeting by no less than the Required
      Parent Vote;

     

    (h)  the
      Interim Order and the Final Order shall each have been obtained in form and
      on
      terms reasonably satisfactory to each of the Company and Parent, and shall
      not
      have been set aside or modified in a manner unacceptable to such parties, acting
      reasonably, on appeal or otherwise;

     

    (i)  The
      Exchangeable Share Support Agreement and the Voting and Exchange Trust Agreement
      are in full force and effect unamended and are valid and binding obligations
      of
      the parties thereto. Each of the parties thereto has performed in all material
      respects the obligations required to be performed by it under the Exchangeable
      Share Support Agreement and the Voting and Exchange Trust Agreement and is
      entitled to all benefits thereunder. None of the parties thereto has violated
      or
      breached, in any material respect, any of the terms or conditions of the
      Exchangeable Share Support Agreement or the Voting and Exchange Trust Agreement
      and there exists no default or event of default or event, occurrence, condition
      or act which, with the giving of notice, the lapse of time or the happening
      of
      any other event or condition, would become a default or event of default by
      any
      of the parties under the Exchangeable Share Support Agreement and Voting and
      Exchange Trust Agreement; and

     

    (j)  Parent
      will have no less than $38,684,000, before Parent’s Transaction Expenses, in the
      Trust Account.

     

    ARTICLE
      7

     

    ADDITIONAL
      AGREEMENTS

     

    7.1  Non-Solicitation.

     

    (a)  Except
      as
      otherwise provided in Article 7, the Company shall not, directly or indirectly,
      and shall not authorize, permit or condone any officer, director, employee,
      representative or agent of the Company or any of its Subsidiaries directly
      or
      indirectly to (i) solicit, initiate, induce, facilitate or encourage
      (including by way of furnishing information or entering into any form of
      agreement, arrangement or understanding) the initiation of any inquiries or
      making of any proposals or announcements regarding an Acquisition Proposal,
      (ii) participate in any discussions or negotiations with any Person (other
      than Parent and its affiliates) regarding an Acquisition Proposal, (iii)
      withdraw, amend or modify in a manner adverse to Parent, the approval of the
      Board of Directors of the Company of the Arrangement, (iv) approve, endorse
      or
      recommend, or propose publicly to approve, endorse or recommend, any Acquisition
      Proposal, or (v) accept or enter into any agreement, understanding, arrangement
      or Contract in respect of an Acquisition Proposal (other than a confidentiality
      agreement permitted by Section 7.1(d)); provided,
      however,
      that
      prior to the date the Required Company Vote is obtained, nothing contained
      in
      this Agreement shall prevent the Board of Directors of the Company from entering
      into an agreement (subject to compliance with Section 8.2(d)(i))
      or
      engaging in discussions or negotiations or furnishing information to (subject
      to
      compliance with Section 7.1(d)) with any Person who has made (and not withdrawn)
      an unsolicited bona fide, written Acquisition Proposal to the Company
      that:

     

    
      
        
        

      

      
        56.

        
          

        

      

      
        
        

      

    

    (i)  did
      not
      result from a breach of this Section 7.1;

     

    (ii)  involves
      the acquisition of not less than 50.01% of the outstanding Common Shares
      (excluding any Common Shares held by such Person or its Affiliates) or 50.01%
      of
      the consolidated assets of the Company and its Subsidiaries taken as a
      whole;

     

    (iii)  in
      respect of which the Board of Directors of the Company determines in good faith
      after receiving written opinions from the Company Financial Advisor and its
      outside counsel (copies of which have been provided to the Parent) that the
      Acquisition Proposal would, if consummated, result in a Superior Proposal and
      that the Board of Directors of the Company is required to withdraw or modify
      its
      recommendation with respect to the transaction in order to comply with their
      fiduciary duties to the Company’s shareholders under applicable
      Laws;

     

    (b)  The
      Company shall, and shall cause the officers, directors, employees,
      representatives and agents of the Company and its Subsidiaries to, immediately
      terminate any existing solicitations, discussions or negotiations with any
      Person (other than Parent) that has made, indicated any interest to make or
      may
      reasonably be expected to make, an Acquisition Proposal. The Company shall
      promptly request the return or destruction of all information provided to any
      third party which has entered into a confidentiality agreement with the Company
      relating to a potential Acquisition Proposal to the extent that such information
      has not previously been returned or destroyed, and shall use all commercially
      reasonable efforts to ensure that such requests are honored in accordance with
      the terms of such agreement. 

     

    (c)  The
      Company shall promptly (and in any event within 48 hours of receipt by the
      Company) notify Parent, immediately orally and thereafter in writing, of any
      Acquisition Proposal or inquiry received after the date hereof (whether or
      not
      relating to any Acquisition Proposal or inquiry received prior to the date
      hereof) that could reasonably be expected to lead to an Acquisition Proposal,
      in
      each case received after the date hereof, of which any of its directors,
      officers, Company Financial Advisor or other agents are or become aware, or
      any
      amendments to the foregoing, or any request for non-public information relating
      to the Company or any of its Subsidiaries in connection with an Acquisition
      Proposal and a description of the material terms and conditions of any such
      Acquisition Proposal or inquiry. The Company shall keep Parent informed of
      any
      change to the material terms of any such Acquisition Proposal or inquiry.
      Promptly upon request, the Company shall provide Parent with copies of all
      correspondence in respect of any such Acquisition Proposal, inquiries or request
      for information.

     

    (d)  If
      the
      Company receives a request for material non-public information from a Person
      who
      proposes an unsolicited bona fide Acquisition Proposal where the Company is
      not
      in breach of Section 7.1(a) and the Board of Directors of the Company
      determines in good faith after receiving written opinions from the Company
      Financial Advisor and its outside counsel that such proposal would, if
      consummated, lead to a Superior Proposal, then, and only in such case, the
      Board
      of Directors of the Company may, subject to the execution by such Person of
      a
      confidentiality agreement, provide such Person with access to information
      regarding the Company, provided that Parent is promptly provided with a list
      and
      copies of all information provided to such Person not previously provided to
      Parent and is promptly provided with access to information similar to that
      which
      was provided to such Person.

     

    (e)  In
      the
      event that the Board of Directors of the Company shall have failed to make,
      withdrawn, amended or modified in a manner adverse to Parent its approval or
      recommendation of the Arrangement, the Company shall remain obligated to give
      notice of, convene and hold the Company Meeting, unless the Company exercises
      its right to terminate this Agreement (i) in connection with a Superior Proposal
      as permitted by Section 7.1(a) hereof or (ii) as otherwise permitted by this
      Agreement.

     

    
      
        
        

      

      
        57.

        
          

        

      

      
        
        

      

    

    7.2  Right
      to Match.

     

    (a)  Subject
      to Section 7.2(b),
      the
      Company covenants that it will not accept, approve, recommend or enter into
      any
      agreement, understanding, arrangement or Contract in respect of a Superior
      Proposal (other than a confidentiality agreement permitted by
      Section 7.1(d)) unless:

     

    (i)  the
      Company has complied with its obligations under Section 7.1 and the other
      provisions of this Article 7 and has provided Parent with a copy of the Superior
      Proposal; and

     

    (ii)  a
      period
      (the “Response
      Period”)
      of
      three Business Days shall have elapsed from the date on which Parent received
      written notice from the Board of Directors of the Company that the Board of
      Directors of the Company determined, subject only to compliance with this
      Section 7.2,
      to
      accept, approve, recommend or enter into a binding agreement to proceed with
      the
      Superior Proposal. In the event that the Company provides Parent with the notice
      contemplated in this Section on a date that is less than five Business Days
      prior to the Company Meeting, the Company shall be entitled to require that
      the
      Company Meeting be adjourned to a date that is not more than 5 Business Days
      after the date of such notice.

     

    (b)  During
      the Response Period, Parent will have the right, but not the obligation, to
      offer to amend the terms of this Agreement. The Board of Directors of the
      Company will review any such proposal by Parent to amend the terms of this
      Agreement, including an increase in, or modification of, the consideration
      to be
      received by the holders of Common Shares, to determine whether the Acquisition
      Proposal to which Parent is responding would be a Superior Proposal when
      assessed against the Arrangement as it is proposed by Parent to be amended.
      If
      the Board of Directors of the Company determines that the Acquisition Proposal
      would no longer be a Superior Proposal if the Arrangement was so amended and
      the
      Parent delivers to the Company during the Response Period a firm written offer
      to amend this Agreement in a manner which is consistent with such proposal,
      the
      Board of Directors of the Company will promptly publicly reaffirm its
      recommendation of the Arrangement. If the Board of Directors of the Company
      determines in good faith after receiving a written opinion from the Company
      Financial Advisor that such Acquisition Proposal to which Parent is responding
      would be a Superior Proposal when assessed against the Arrangement as it is
      proposed by Parent to be amended, the Company may, subject to Section 7.3,
      terminate this Agreement and approve, recommend, accept or enter into an
      agreement, understanding or arrangement to proceed with the Superior
      Proposal.

     

    (c)  Each
      successive amendment to any Acquisition Proposal that results in an increase
      in,
      or modification of, the consideration (or value of such consideration) to be
      received by the holders of Common Shares shall constitute a new Acquisition
      Proposal for the purposes of this Section 7.2
      and
      Parent shall be afforded a new Response Period in respect of each such
      Acquisition Proposal.

     

    7.3  Agreement
      as to Damages. 

     

    (a)  Notwithstanding
      any other provision relating to the payment of fees or expenses, including
      the
      payment of brokerage fees, the Company shall pay, or cause to be paid, to Parent
      by wire transfer of immediately available funds an amount equal to $5,800,000
      (the “Termination
      Fee”):

     

    (i)  if
      the
      Company shall have terminated this Agreement pursuant to Section 8.2(e)(i),
      in which case payment shall be made before or concurrently with such termination
      and shall be a condition to the effectiveness of such termination;
      or

     

    
      
        
        

      

      
        58.

        
          

        

      

      
        
        

      

    

    (ii)  if
      Parent
      shall have terminated this Agreement pursuant to Section 8.2(d)(i)(C), in which
      case payment shall be made within two Business Days of such
      termination.

     

    (b)  Notwithstanding
      any other provision relating to the payment of fees or expenses, including
      the
      payment of brokerage fees, the Company shall pay, or cause to be paid, to Parent
      by wire transfer of immediately available funds an amount equal to Parent’s
      Transaction Expenses not to exceed $3,000,000 (the “Termination
      Expenses”),
      if
      (i) the Board of Directors of the Company shall have withdrawn, amended or
      modified in a manner adverse to Parent (including as a result of any public
      announcements referenced in Section 8.2(d)(i)(D)) its approval or recommendation
      of the Arrangement (provided that the Company has not terminated this Agreement
      pursuant to Section 8.2(e)(i) or as otherwise permitted by this Agreement and
      Parent has not terminated this Agreement pursuant to Section 8.2(d)(i)(C) or
      as
      otherwise permitted by this Agreement) and (ii) thereafter the Company Required
      Vote is not obtained at the Company Meeting or any adjournment or postponement
      thereof.

     

    (c)  
      For the
      avoidance of doubt, in no event shall both the Termination Fee and the
      Termination Expenses be payable under this Agreement and in no event shall
      more
      than one Termination Fee or one reimbursement of Termination Expenses be payable
      under this Agreement.

     

    7.4  Transaction
      Expenses. 

     

    (a)  Not
      less
      than 3 Business Days prior to the Company applying for the Interim Order, each
      party shall prepare and deliver to the other party a good faith written estimate
      of the Transaction Expenses to be incurred by such party as of the Closing
      Date
      indicating for each cost or expense itemized therein the payee thereof (the
      “Transaction
      Expense Statement”).
      The
      Parent and the Company shall negotiate in good faith to settle any dispute
      with
      respect to the Transaction Expense Statement. The Transaction Expense Statement,
      as revised by mutual agreement of Parent and the Company shall be the final
      statement of the Parties’ Transaction Expenses and shall be used to calculate
      the adjustment, if any, to the Exchange Ratio pursuant to the formula set forth
      on Exhibit
      A.

     

    (b)  Subject
      to the proviso in the definition of “Transaction Expenses” in Section 1.1
      hereof, the Company agrees to pay (i) the fees associated with the filing by
      Parent of the premerger notification and report forms relating to the
      Arrangement under the HSR Act, (ii) the fees associated with listing the
      Exchangeable Shares on the TSX or other Canadian stock exchange, and (iii)
      any
      listing fees associated with Parent’s obligations pursuant to Section
      7.8.

     

    (c)  Parent
      shall be responsible for and shall pay the Transaction Expenses of the parties
      hereto following the consummation of the Arrangement.

     

    7.5  Liquidated
      Damages, Injunctive Relief and No Liability of Others. Parent
      acknowledges that all of the payment amounts set out in Section 7.3 are payments
      of liquidated damages which are a genuine pre-estimate of the damages Parent
      will suffer or incur as a result of the event giving rise to such payment and
      the resultant termination of this Agreement and are not penalties. The Company
      irrevocably waives any right it may have to raise as a defense that any such
      liquidated damages are excessive or punitive. For greater certainty, the Parties
      agree that, subject to Section 7.3, payment of the amount determined pursuant
      to
      this Article in the manner provided in respect thereof is the sole monetary
      remedy of the Party receiving such payment. Nothing contained herein shall
      preclude a Party from seeking injunctive relief to restrain any breach or
      threatened breach of the covenants or agreements set forth in this Agreement
      or
      the Confidentiality Agreement or otherwise to obtain specific performance of
      any
      of such acts, covenants or agreements, without the necessity of posting a bond
      or security in connection therewith.

     

    
      
        
        

      

      
        59.

        
          

        

      

      
        
        

      

    

    7.6  Resignations.
      Subject
      to Section 5.15, the Company shall obtain and deliver to Parent at the Effective
      Time evidence reasonably satisfactory to Parent of the resignation effective
      as
      of the Effective Time, of those directors of the Company designated by Parent
      to
      the Company in writing at least five calendar days prior to the Effective
      Time.

     

    7.7  No
      Claim Against Trust Account. Notwithstanding
      anything to the contrary herein, the Company has read a copy of Parent’s
      prospectus dated August 25, 2005 and filed with the SEC (the “IPO
      Prospectus”).
      The
      Company understands that Parent is a special purpose acquisition company formed
      for the purpose of consummating a business combination (as described in the
      IPO
      Prospectus), must complete such business combination within 18 months (or 24
      months if a letter of intent, agreement in principle or definitive agreement
      has
      been executed within 18 months), has established the a trust account at Smith
      Barney, maintained by Continental Stock Transfer & Trust Company acting as
      trustee, initially in an amount of $50,380,000 for the benefit of its public
      stockholders (the “Trust
      Account”),
      and
      does not have access to the funds in such Trust Account except under the
      circumstances set forth in the IPO Prospectus. On behalf of itself and its
      Subsidiaries, the Company: (i) agrees that neither it nor any of its
      Subsidiaries has any right, title, interest or claim of any kind in or to (a)
      any assets in the Trust Account, (b) assets of Parent to the extent such right,
      title, interest or claim would impair the amounts in the Trust Account or (c)
      assets distributed from the Trust Account to Parent’s public stockholders (each
      such right, title, interest or claim a “Claim”);
      (ii)
      unless and until Parent completes another business combination, hereby waives
      any Claim that it or any of its Subsidiaries may have in the future as a result
      of, or arising out of, this Agreement; and (iii) agrees that neither it nor
      any
      of its subsidiaries will seek recourse against the Trust Account or Parent’s
      public stockholders (in their capacity as stockholders of Parent or as
      recipients of liquidating distributions from Parent) for any reason
      whatsoever.

     

    7.8  Parent
      Common Stock Listing. 

     

    (a)  Parent
      agrees to use commercially reasonable efforts to authorize for listing on the
      New York Stock Exchange, the NASDAQ Global Market or the NASDAQ Capital Market
      the Parent Common Stock, including the Parent Common Stock issuable pursuant
      to
      the Plan of Arrangement, on or prior to the Effective Time.

     

    (b)  Parent
      shall use reasonable best efforts to, and shall use its reasonable efforts
      to
      cause Purchaser to:

     

    (i)  cause
      the
      Exchangeable Shares to be listed for trading on the TSX (or such other exchange
      as may be a prescribed stock exchange for the purposes of the Canadian Tax
      Act)
      by the Effective Time; and

     

    (ii)  to
      enter
      into elections under subsections 85(1) or 85(2) of the Canadian Tax Act (and
      any
      equivalent provincial legislation) with those holders of Company Shares who
      receive Exchangeable Shares under the Arrangement and who deliver such an
      election to the Purchaser for execution pursuant to the terms of the
      Arrangement.

     

    7.9  Company
      Affiliates; Restrictive Legend; Section 16 Matters. 

     

    (a)  The
      Company has delivered or caused to be delivered to Parent, on or prior to the
      date hereof, from each Company Affiliate, an executed affiliate agreement
      substantially in the form attached hereto as Schedule J (the “Company
      Affiliate Agreement”),
      each
      of which will be in full force and effect as of the Effective Time. In the
      event
      that any other person becomes an affiliate of the Company for purposes of Rule
      145 promulgated under the U.S. Securities Act following the date of this
      Agreement, the Company will use commercially reasonable efforts to deliver
      or
      cause to be delivered to Parent an executed Company Affiliate Agreement with
      respect to such person as soon as possible. Parent will be entitled to place
      appropriate legends on the certificates evidencing any Parent Common Stock
      to be
      received by a Company Affiliate pursuant to the terms of this Agreement and
      to
      issue appropriate stop transfer instructions to the transfer agent for the
      Parent Common Stock, consistent with the terms of the Company Affiliate
      Agreement.

     

    
      
        
        

      

      
        60.

        
          

        

      

      
        
        

      

    

    (b)  Prior
      to
      the Effective Time, the Board of Directors of each of Parent and the Company
      shall adopt a resolution consistent with the interpretative guidance of the
      SEC
      so that (i) the assumption of Company Options held by Company Insiders (as
      defined below) pursuant to the Arrangement and the assumption of Company SARs
      held by Company Insiders (as defined below) pursuant to this Agreement and
      (ii)
      the receipt by Company Insiders of Parent Common Stock in exchange for Common
      Shares pursuant to the Arrangement, shall be exempt transactions for purposes
      of
      Section 16 of the United States Securities Exchange Act of 1934, as amended
      (the
“U.S.
      Exchange Act”),
      by
      any officer or director of Company who may become a covered person for purposes
      of Section 16 of the U.S. Exchange Act (a “Company
      Insider”).

     

    7.10  Form
      S-8. Parent
      agrees to file with the SEC a registration statement on Form S-8 for the shares
      of Parent Common Stock issuable with respect to the automatic exchange of the
      Company Options pursuant to the Plan of Arrangement and the exchange of the
      Company SARs to the extent Form S-8 is available for such Company Options and
      Company SARs as soon as is reasonably practicable after the Effective Time
      and
      shall maintain the effectiveness of such registration statement thereafter
      for
      so long as any of such options or other rights remain outstanding.

     

    7.11  Post-Effective
      Time Covenants.
      Following the Effective Time and while any Exchangeable Shares (other than
      any
      Exchangeable Shares owned by the Parent or any of its Affiliates) are
      outstanding, the Parent will use its best efforts to ensure that the Purchaser
      (or any successor thereto as the issuer of the Exchangeable Shares) will
      continue to be a “taxable Canadian corporation” and a “public corporation”
within the meaning of the Canadian Tax Act (as of the Effective Time and any
      modifications of such definitions which are consistent with the general
      principle thereof.

     

    7.12  Tax-Deferred
      Transaction. 

     

    (a)  Neither
      the Parent nor the Purchaser shall take any action that could reasonably be
      expected to prevent from being treated as a tax deferred transaction, for
      purposes of the Canadian Tax Act, the exchange of Common Shares for
      consideration that includes Exchangeable Shares under the Arrangement by the
      validly-electing Canadian resident holders of Common Shares who make and file
      a
      valid tax election under subsection 85(1) or (2) of the Canadian Tax Act as
      described and on the terms set forth in the Plan of Arrangement if such holders
      are otherwise eligible for such treatment.

     

    (b)  The
      Parent covenants that, so long as any outstanding Exchangeable Shares or Company
      Shares are owned by an Original Significant Canadian Shareholder, it will take
      all commercially reasonable and necessary steps within its control so that
      it
      will not become a “foreign investment entity” within the meaning of the Canadian
      Tax Act (as of the Effective Time (assuming the enactment into law and the
      proclamation into force of proposed sections 94.1 to 94.4 and related provisions
      as contained in the Notice of Ways and Means Motion issued by the Department
      of
      Finance (Canada) on November 9, 2006) and any modifications of such definition
      which are consistent with the general principle thereof). This covenant shall
      survive the Effective Time. This covenant will not prevent the Parent or any
      of
      its Affiliates from undertaking any business or activity where each Original
      Significant Canadian Shareholder consents in writing to such business or
      activity. For purposes of the foregoing, an “Original Significant Canadian
      Shareholder” is a shareholder who (i) pursuant to the Arrangement, received, and
      (ii) at any subsequent time when its status as an Original Significant Canadian
      Shareholder is being determined, holds, more than 10% of the Exchangeable Shares
      or Parent Common Stock (including for this purpose any shares held by a Person
      with whom the shareholder does not deal at arm’s length for purposes of the
      Canadian Tax Act (as of the Effective Time and any modifications of such
      definition which are consistent with the general principle
      thereof)).

     

    
      
        
        

      

      
        61.

        
          

        

      

      
        
        

      

    

    (c)  For
      United States federal income tax purposes it is intended that the Transactions
      when taken together will qualify as a reorganization within the meaning of
      Section 368(a) of the Code and that this Agreement will be, and is hereby,
      adopted as a plan of reorganization for purposes of Section 368(a) of the
      Code.

     

    7.13  Withholding
      Taxes.
      Purchaser shall be entitled to deduct and withhold from any dividends paid
      on
      the Exchangeable Shares any withholding taxes imposed, directly or indirectly,
      in respect of such dividends. Any amounts so withheld shall be treated for
      all
      purposes hereof as having been paid to the 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 taxing authority.
      The
      Purchaser is authorized to sell or otherwise dispose of such portion of the
      consideration as is necessary to provide sufficient funds to the Purchaser
      or
      the Transfer Agent, as the case may be, to enable it to comply with such
      deduction or withholding requirement and the Purchaser or the Transfer Agent
      shall notify the holder thereof and remit any unapplied balance of the net
      proceeds of such sale.

     

    7.14  Issuer
      Tax. Purchaser
      shall elect under section 191.2 of the Canadian Tax Act in respect of the
      Exchangeable Shares. This covenant shall survive the Effective
      Time.

     

    7.15  Actions
      Affecting Exchangeable Shares. Subject
      to the Voting and Exchange Agreement, the Support Agreement and the provisions
      of the Exchangeable Shares, so long as any outstanding Exchangeable Shares
      are
      owned by any Person other than the Parent or any of its Affiliates, the Parent
      shall not, and agrees to cause its Affiliates to not, take any action relating
      to a plan or agreement of complete or partial liquidation, dissolution or
      winding-up, merger, consolidation, continuation, change of residence,
      amalgamation, restructuring, recapitalization or other material reorganization
      of Purchaser or its successors that results, prior to a redemption date, in
      (i)
      the recognition under the Canadian Tax Act (or the provincial equivalent) of
      any
      accrued gain on a holder’s Exchangeable Shares, recognition of which was
      deferred on a consummation of the transactions contemplated by this Agreement,
      or (ii) dividends on the Exchangeable Shares being subject to withholding tax
      (other than withholding tax imposed under the laws of Canada or the United
      States or a state, province, territory or other political subdivision
      thereof). 

     

    7.16  Solvency
      of Purchaser. The
      Parent covenants and agrees in favor of Purchaser that, prior to the Effective
      Time and thereafter for so long as any Exchangeable Shares are owned by any
      Person other than the Parent or its Affiliates, the Parent shall give due regard
      to taking such commercially reasonable action within its control (including
      taking into account the interests of the holders of Exchangeable Shares) to
      ensure that at all times during such period Purchaser shall meet the solvency
      tests under the CBCA prescribed in respect of the declaration or payment of
      dividends and the redemption of its shares (provided the Parent meets any such
      comparable tests at such time).

     

    ARTICLE
      8

     

    TERM,
      TERMINATION, AMENDMENT AND WAIVER

     

    8.1  Term.
      This
      Agreement shall be effective from the date hereof until the earlier of the
      Effective Time and the termination of this Agreement in accordance with its
      terms.

     

    
      
        
        

      

      
        62.

        
          

        

      

      
        
        

      

    

    8.2  Termination.

     

    (a)  Termination
      By Mutual Consent.
      This
      Agreement may be terminated at any time prior to the Effective Time by mutual
      written consent of Parent and the Company.

     

    (b)  Automatic
      Termination.
      This
      Agreement will automatically terminate if (i) the Arrangement shall not have
      been consummated by August 31, 2007 or (ii) the Proxy Statement shall not
      have been mailed to the Parent Stockholders by August 6, 2007, in each case,
      unless the Parties otherwise agree in writing (such earlier date, the
“Outside
      Date”).

     

    (c)  Termination
      By Either Parent or the Company.
      This
      Agreement may be terminated by either Parent or the Company at any time prior
      to
      the Effective Time:

     

    (i)  if
      the
      Required Company Vote is not obtained at the Company Meeting (or any adjournment
      or postponement thereof); 

     

    (ii)  if
      the
      Required Parent Vote is not obtained at the Parent Meeting (or any adjournment
      or postponement thereof);

     

    (iii)  if
      any
      Law makes the consummation of the Arrangement or the Transactions illegal or
      otherwise prohibited, and such Law has become final and nonappealable;
      or

     

    (iv)  if
      any
      condition to the obligation of such party to consummate the Arrangement as
      set
      forth in Section 6.1 (in the case of Parent) or Section 6.2 (in the case of
      the
      Company) becomes incapable of satisfaction prior to the Outside Date unless
      the
      failure to consummate the Arrangement is the result of a breach of this
      Agreement or any of the Ancillary Agreements by the party seeking to terminate
      this Agreement; provided,
      however,
      that
      the refusal by a holder of Company SARs to enter into a SAR Exchange Agreement
      pursuant to Section 5.16(b) shall not constitute a breach of this Agreement
      by
      Parent. 

     

    (d)  Termination
      By Parent.
      This
      Agreement may be terminated by Parent at any time prior to the Effective
      Time:

     

    (i)  if
      (A)
      the Board of Directors of the Company shall have withdrawn, amended or modified
      in a manner adverse to Parent its approval or recommendation of the Arrangement,
      (B) the Board of Directors of the Company shall have approved or recommended
      an
      Acquisition Proposal, (C) the Company shall have entered into a binding written
      agreement in respect of an Acquisition Proposal (other than a confidentiality
      agreement permitted by Section 7.1(d)) or (D) the Company or the Board of
      Directors of the Company publicly announces its intention to do any of the
      foregoing;
      or

     

    (ii)  if
      Parent
      is not in material breach of its obligations under this Agreement and the
      Company breaches any of its representations, warranties, covenants or agreements
      contained in this Agreement, which breach would give rise to the failure of
      a
      condition set forth in Section 6.1(a) or Section 6.1(b); provided that if such
      breach is curable by the Company through the exercise of its commercially
      reasonable efforts, then this Agreement shall not terminate pursuant to this
      Section 8.2(d)(ii) as a result of such particular breach until the earlier
      of
      (i) the expiration of a 30-day period commencing upon delivery of written notice
      from Parent to the Company of such breach and (ii) the Company ceasing to
      exercise commercially reasonable efforts to cure such breach; or

     

    
      
        
        

      

      
        63.

        
          

        

      

      
        
        

      

    

    (iii)  if
      there
      has been any Company Material Adverse Effect since the date of execution of
      this
      Agreement; or

     

    (iv)  if
      the
      Company Meeting is cancelled, adjourned or postponed except as expressly
      permitted by this Agreement or agreed to by Parent in writing.

     

    (e)  Termination
      By the Company.
      This
      Agreement may be terminated by the Company at any time prior to the Effective
      Time:

     

    (i)  if
      the
      Board of Directors of the Company approves, and authorizes the Company to enter
      into, an agreement providing for the implementation of a Superior Proposal,
      but
      only so long as:

     

    (1)  the
      Required Company Vote has not yet been obtained;

     

    (2)  the
      Company has not breached any of its obligations under Section 7.1
      or
7.2
      with
      respect to the Superior Proposal or any proposal by the Person making such
      Superior Proposal; 

     

    (3)  the
      Board
      of Directors of the Company has determined in good faith, after receiving a
      written opinion from the Company Financial Advisor (a copy of which has been
      provided to the Parent), that such agreement constitutes a Superior Proposal;
      and

     

    (4)  the
      Company pays to Parent the Termination Fee in accordance with Section 7.3
      simultaneously with such termination (any purported termination pursuant to
      this
      Section 8.2(e)(i) being void and of no force or effect unless the Company shall
      have made such payment); or

     

    (ii)  if
      the
      Company is not in material breach of its obligations under this Agreement and
      Parent breaches any of its representations, warranties, covenants or agreements
      contained in this Agreement, which breach would give rise to the failure of
      a
      condition set forth in Section 6.2(a) or Section 6.2(b); provided that if such
      breach is curable by Parent through the exercise of its commercially reasonable
      efforts, then this Agreement shall not terminate pursuant to this Section
      8.2(e)(i) as a result of such particular breach until the earlier of (i) the
      expiration of a 30-day period commencing upon delivery of written notice from
      the Company to Parent of such breach and (ii) Parent ceasing to exercise
      commercially reasonable efforts to cure such breach;

     

    (f)  Effect
      of Termination.
      If this
      Agreement is terminated in accordance with the foregoing provisions of this
      Section, this Agreement shall forthwith become void and of no further force
      or
      effect and no Party shall have any further obligations hereunder except as
      provided in this Section 8.2(f), Article 10 and the Confidentiality
      Agreement and as otherwise expressly contemplated hereby, and provided that
      neither the termination of this Agreement nor anything contained in this
      Section 8.2 shall relieve any Party from any liability for any willful
      breach by it of this Agreement. If this Agreement is terminated by a party
      because of the breach of this Agreement by another party or because one or
      more
      of the conditions to the terminating party’s obligations under this Agreement is
      not satisfied as a result of the other party’s failure to comply with its
      obligations under this Agreement, the terminating party’s right to pursue all
      legal remedies will survive such termination unimpaired.

     

    
      
        
        

      

      
        64.

        
          

        

      

      
        
        

      

    

    8.3  Amendment.
      This
      Agreement and the Plan of Arrangement may, at any time and from time to time
      before or after the holding of the Company Meeting but not later than the
      Effective Time, be amended by mutual written agreement of the Parties, and
      any
      such amendment may, subject to the Interim Order and Final Order and applicable
      Laws, without limitation:

     

    (a)  change
      the time for performance of any of the obligations or acts of the
      Parties;

     

    (b)  waive
      any
      inaccuracies or modify any representation or warranty contained herein or in
      any
      document delivered pursuant hereto;

     

    (c)  waive
      compliance with or modify any of the covenants herein contained and waive or
      modify performance of any of the obligations of the Parties; and/or

     

    (d)  waive
      compliance with or modify any conditions precedent herein
      contained.

     

    8.4  Waiver.
      Any
      Party
      may (i) extend the time for the performance of any of the obligations or acts
      of
      the other Party, (ii) waive compliance, except as provided herein, with any
      of
      the other Party’s agreements or the fulfillment of any conditions to its own
      obligations contained herein, or (iii) waive inaccuracies in any of the
      other Party’s representations or warranties contained herein or in any document
      delivered by the other Party; provided,
      however,
      that
      any such extension or waiver shall be valid only if set forth in an instrument
      in writing signed on behalf of such Party and, unless otherwise provided in
      the
      written waiver, will be limited to the specific breach or condition
      waived.

     

    ARTICLE
      9

     

    CERTAIN
      TAX MATTERS

     

    9.1  Tax
      Matters. During
      the period from the date of this Agreement to the Effective Time, the Company
      and its Subsidiaries shall: 

     

    (a)  prepare
      and timely file all Tax Returns required to be filed by them on or before the
      Effective Time (“Post-Signing
      Returns”)
      in a
      manner consistent, in all material respects, with past practice, except as
      otherwise required by applicable Laws; 

     

    (b)  provide
      true and complete copies of all Post-Signing Income and Franchise Tax Returns
      to
      the Parent for review prior to filing any such Return;

     

    (c)  fully
      and
      timely pay all Taxes due and payable in respect of such Post-Signing Returns
      that are so filed; and

     

    (d)  properly
      reserve (and reflect such reserve in their books and records and financial
      statements) or pay any installment or deposit required for all Taxes payable
      by
      them before the Effective Time for which no Post-Signing Return is applicable
      in
      a manner consistent with past practice.

     

    9.2  Post-Closing
      Filings. For
      greater certainty, no Tax Return for any Acquired Company for any period,
      including any period ending on or before the Effective Time, which is not
      required to be filed until after the Effective Time will be prepared or filed
      prior to the Effective Time without the prior written approval of the Parent
      (which will not be unreasonably withheld or delayed).

     

    9.3  Transfer
      Taxes and Withholding Taxes. Parent
      shall be responsible for the payment and remittal of all Transfer Taxes (other
      than any Transfer Taxes that are solely the liability of a Company Securities
      Holder) imposed in connection with the transactions contemplated by this
      Agreement; it being understood that the foregoing is without derogation to
      the
      entitlement of Parent, the Company, the Purchaser and the Depository to deduct
      and withhold Withholding Taxes from any consideration payable under this
      Agreement. For purposes of this Section 9.3, (i) Transfer Taxes shall mean
      all
      real property transfer and transfer gains, sales, use, transfer, value added,
      stock transfer and stamp taxes or any similar Taxes that become payable in
      connection with the transactions contemplated by this Agreement and (ii)
      Withholding Taxes shall mean Taxes for which any of Parent, the Company, the
      Purchaser and the Depository has a responsibility to withhold, deduct, remit
      and
      pay solely in its capacity as a withholding agent (such as taxes required to
      be
      withheld under section 1441 et seq. of the Code and similar provisions of the
      Canadian Tax Act and other non-U.S. laws and wage withholding taxes). To the
      extent that amounts of Withholding Taxes are so withheld, such withheld amounts
      shall be treated for all purposes as having been paid to the Company Securities
      Holders in respect of which such deduction and withholding was made, provided
      that such withheld amounts are actually remitted to the appropriate taxing
      authority. 

     

    
      
        
        

      

      
        65.

        
          

        

      

      
        
        

      

    

    ARTICLE
      10

     

    GENERAL
      PROVISIONS

     

    10.1  Nonsurvival
      of Representation and Warranties. None
      of
      the representations and warranties contained in this Agreement or any instrument
      delivered pursuant to this Agreement shall survive the Effective Time. This
      Section 10.01 shall not limit any covenant or agreement of the parties which
      by
      its terms contemplates performance after the Effective Time. 

     

    10.2  Notices.
      All
      notices and other communications under this Agreement must be in writing and
      are
      deemed duly delivered when (1) delivered if delivered personally or by
      nationally recognized overnight courier service (costs prepaid), (2) sent by
      facsimile with confirmation of transmission by the transmitting equipment (or,
      the first Business Day following such transmission if the date of transmission
      is not a Business Day) or (3) received or rejected by the addressee, if sent
      by
      certified mail, return receipt requested; in each case to the following
      addresses or facsimile numbers and marked to the attention of the individual
      (by
      name or title) designated below (or to such other address, facsimile number
      or
      individual as a party may designate by notice to the other parties):


     

    If
      to the
      Company:

     

    180
      Connect Inc.

    135
      Crossways Park Drive

    Suite
      400

    Woodbury,
      NY 11797

    Attn:
      Peter Gigcalone

    Facsimile:
      (516) 677-5388

    


    with
      a
      copy (which will not constitute notice) to:

     

    McDermott
      Will & Emery LLP

    340
      Madison Avenue

    New
      York,
      NY 10017

    Attention:
      Mark S. Selinger, Esq.

    Facsimile:
      (212) 547-5444

    


    


    
      
        
          
          

        

        
          66.

          
            

          

        

        
          
          

        

      

    

    


    And

    


    Macleod
      Dixon LLP

    3700
      Canterra Tower

    400
      Third
      Avenue SW

    Calgary,
      AB T2P 4H2

    Attention:
      Jennifer K. Kennedy

    Facsimile:
      (403) 264-5973

    


    If
      to the
      Parent or Purchaser:

     

    Ad.Venture
      Partners, Inc.

    360
      Madison Avenue

    21st
      Floor

    New
      York,
      NY 10017

    Attn:
      Ilan Slasky

    Facsimile:
      (914) 576-5101

    


    with
      a
      copy (which will not constitute notice) to:

     

    Cooley
      Godward Kronish llp

    101
      California Street

    San
      Francisco, CA 94111

    Attention:
      Gian-Michele a Marca, Esq.

    Facsimile:
      (415) 693-2222

     

    10.3  Governing
      Law; Waiver of Jury Trial.
      This
      Agreement shall be deemed to be made in and in all respects shall be
      interpreted, construed and governed by and in accordance with, and any disputes
      arising out of or related to this Agreement shall be interpreted, construed
      and
      governed by and in accordance with, the laws of the State of New York, except
      to
      the extent mandatorily governed by the laws of Canada or the laws of the
      province of Alberta or the State of Delaware, as applicable. Except with respect
      to the Interim Order or Final Order or any other matter relating thereto over
      which a court has jurisdiction, the parties hereby irrevocably submit to the
      jurisdiction of the courts of the State of New York solely in respect of the
      interpretation and enforcement of the provisions of this Agreement and of the
      documents referred to in this Agreement, and in respect of the transactions
      contemplated hereby, and hereby waive, and agree not to assert, as a defense
      in
      any action for the interpretation or enforcement hereof or of any such document,
      that it is not subject thereto or that such action may not be brought or is
      not
      maintainable in said courts or that the venue thereof may not be appropriate
      or
      that this Agreement or any such document may not be enforced in or by such
      courts, and the parties hereto irrevocably agree that all claims with respect
      to
      such actions shall be heard and determined in such New York court. The parties
      hereby consent to and grant any such court jurisdiction over the person of
      such
      parties and over the subject matter of such dispute and agree that mailing
      of
      process or other papers in connection with any such action in the manner
      permitted by law shall be valid and sufficient service thereof. EACH
      PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
      PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION,
      PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

     

    
      
        
        

      

      
        67.

        
          

        

      

      
        
        

      

    

    10.4  Injunctive
      Relief. The
      Parties agree that irreparable harm would occur in the event that any of the
      provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached for which money damages would not
      be
      an adequate remedy at law. It is accordingly agreed that the Parties shall
      be
      entitled to an injunction or injunctions and other equitable relief to prevent
      breaches of this Agreement, any requirement for the securing or posting of
      any
      bond in connection with the obtaining of any such injunctive or other equitable
      relief hereby being waived.

     

    10.5  Entire
      Agreement, Binding Effect and Assignment. Parent
      may assign all or any part of its rights under this Agreement to, and its
      obligations under this Agreement may be assumed by, a subsidiary of Parent,
      provided that if such assignment and/or assumption takes place, Parent shall
      continue to be liable jointly and severally with such subsidiary for all of
      its
      obligations hereunder. This Agreement shall be binding on and shall inure to
      the
      benefit of the Parties and their respective successors and permitted assigns.
      

     

    Except
      as
      expressly permitted by the terms hereof, neither this Agreement nor any of
      the
      rights, interests or obligations hereunder may be assigned by either of the
      Parties without the prior written consent of the other Party.

     

    This
      Agreement (including the Schedules and Exhibits hereto and the documents and
      instruments referred to in this Agreement that are to be delivered at the
      Closing) constitutes the entire agreement among the parties and supersedes
      any
      prior understandings, agreements or representations by or among the parties,
      or
      any of them, written or oral, with respect to the subject matter of this
      Agreement. Notwithstanding the foregoing, the Confidentiality Agreement will
      remain in effect in accordance with its terms as modified pursuant to Section
      5.9.

     

    10.6  Severability.
      If
      any
      provision of this Agreement is held invalid, illegal or unenforceable, the
      validity, legality and enforceability of the remaining provisions of this
      Agreement are not affected or impaired in any way and the parties agree to
      negotiate in good faith to replace such invalid, illegal and unenforceable
      provision with a valid, legal and enforceable provision that achieves, to the
      greatest lawful extent under this Agreement, the economic, business and other
      purposes of such invalid, illegal or unenforceable provision.

     

    10.7  Exhibits
      and Schedules. The
      Exhibits and Schedules to this Agreement are incorporated herein by reference
      and made a part of this Agreement. The Company Disclosure Schedule and the
      Parent Disclosure Schedule are arranged in sections and paragraphs corresponding
      to the numbered and lettered sections and paragraphs of Article 3 and Article
      4,
      as applicable.

     

    10.8  No
      Third Party Beneficiaries. Except
      for the rights of the Company Shareholders and holders of Company Options,
      Company SARs, Convertible Debentures or Company Warrants to receive the
      consideration for their Common Shares, Company Options, Company SARs,
      Convertible Debentures or Company Warrants, as applicable, following the
      Effective Time pursuant to the Arrangement, this Agreement is not intended
      to
      confer any rights or remedies upon any Person other than the Parties to this
      Agreement.

     

    10.9  Interpretation.
      The
      language used in this Agreement is the language chosen by the parties to express
      their mutual intent, and no provision of this Agreement will be interpreted
      for
      or against any party because that party or its attorney drafted the
      provision.

     

    10.10  Counterparts.
      The
      parties may execute this Agreement in multiple counterparts, each of which
      constitutes an original as against the party that signed it, and all of which
      together constitute one agreement. This Agreement is effective upon delivery
      of
      one executed counterpart from each party to the other parties. The signatures
      of
      all parties need not appear on the same counterpart. The delivery of signed
      counterparts by facsimile or email transmission that includes a copy of the
      sending party’s signature is as effective as signing and delivering the
      counterpart in person.

     

    


    
      
        
          
          

        

        
          68.

          
            

          

        

        
          
          

        

      

    

    


    [Signature
      Page Follows]

     

    


    
      
        
          
          

        

        
          69.

          
            

          

        

        
          
          

        

      

    

    


    In
      Witness Whereof
      Parent,
      Purchaser and the Company have caused this Agreement to be executed as of the
      date first written above by their respective officers thereunto duly
      authorized.

     

    Ad.Venture
      Partners, Inc.

     

    By:
      /s/
      Howard S. Balter

    Name:
      Howard S. Balter

    Title:
      Chief Executive Officer

    


    By:
      /s/
      Ilan M. Slasky 

    Name:
      Ilan M. Slasky

    Title:
      President

     

    6732097
      Canada Inc.

     

    By:
      /s/
      Ilan M. Slasky

    Name:
      Ilan M. Slasky

    Title:
      Chief Executive Officer and President

    


    


    180
      Connect Inc.

     

    By:
      /s/
      Peter Giacalone

    Name:
      Peter Giacalone

    Title:
      Chief Executive Officer

    


    By:
      /s/
      Steven Westberg

    Name:
      Steven Westberg

    Title:
      Chief Financial Officer

     

     

    


    
      
        
          
            


          

          
          

        

        
          70.

          
            

          

        

        
          
          

          
          

        

      

    

    



    Schedule
      A-1

     

    PERSONS
      PARTY TO THE COMPANY VOTING AGREEMENTS

     

    Peter
      A.
      Giacalone

     

    David
      R.
      Hallmen

     

    M.
      Brian
      McCarthy

     

    Dr.
      Byron
      G. Osing

     

    Matthew
      G. Roszak

     

    Anton
      Simunovic

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Schedule
      A-2

     

    PERSONS
      PARTY TO THE PARENT VOTING AGREEMENTS

     

    Howard
      S.
      Balter

     

    Ilan
      M.
      Slasky

     

    Lawrence
      J. Askowitz

     

    Dr.
      Shlomo Kalish

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Schedule
      B-1

     

    FORM
      OF COMPANY VOTING AGREEMENT

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    VOTING
      AGREEMENT

     

    This
      Voting Agreement (“Agreement”)
      is
      entered into as of March 13, 2007, by and between Ad.Venture
      Partners, Inc.,
      a
      Delaware corporation (“Parent”),
      and
____________________
      (“Shareholder”).

     

    Recitals

     

    A. Shareholder
      is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities
      Exchange Act of 1934) of certain shares in the capital of 180
      Connect Inc.,
      a
      corporation organized under the laws of Canada (the “Company”).

     

    B. Parent,
      6732097
      Canada Inc.,
      a
      corporation organized under the laws of Canada and a wholly-owned subsidiary
      of
      Parent (“Purchaser”),
      and
      the Company are entering into an Arrangement Agreement of even date herewith
      (the “Arrangement
      Agreement”)
      which
      provides that Purchaser and Parent shall acquire all of the issued and
      outstanding Common Shares of the Company and assume the obligation to issue
      common stock upon exercise of the Company Options and Company Warrants and
      conversion of the Convertible Debentures, in each case in accordance with the
      Arrangement Agreement (collectively, the “Arrangement”).
      Terms
      not otherwise defined herein shall have the meanings ascribed to them in the
      Arrangement Agreement.

     

    C. In
      order
      to induce Parent to enter into the Arrangement Agreement, Shareholder is
      entering into this Agreement.

     

    Agreement

     

    NOW
      THEREFORE,
      in
      consideration of the mutual covenants and agreements set forth herein, the
      payment of the sum of One Dollar ($1.00) by Parent to Shareholder and other
      good
      and valuable consideration (the receipt and sufficiency of which is hereby
      acknowledged), the parties hereto covenant and agree as follows:

     

    Section
      1. Certain
      Definitions 

     

    For
      purposes of this Agreement:

     

    (a) Shareholder
      shall be deemed to “Own”
or
      to
      have acquired “Ownership”
of
      a
      security if Shareholder: (i) is the record owner of such security or (ii) is
      the
“beneficial owner” (within the meaning of Rule 13d-3 under the Securities
      Exchange Act of 1934) of such security.

     

    (b) “Subject
      Securities”
shall
      mean: (i) all securities of the Company (including all Common Shares and all
      options, warrants and other rights to acquire Common Shares) Owned by
      Shareholder as of the date of this Agreement and (ii) all additional securities
      of the Company (including all additional Common Shares and all additional
      options, warrants and other rights to acquire Common Shares) of which
      Shareholder acquires Ownership during the period from the date of this Agreement
      through the Voting Covenant Expiration Date.

     

    (c) A
      Person
      shall be deemed to have effected a “Transfer”
of
      a
      security if such Person directly or indirectly: (i) sells, pledges, gifts,
      assigns, encumbers, grants an option with respect to, transfers or disposes
      of
      such security or any interest in such security to any Person other than Parent;
      (ii) enters into an agreement or commitment contemplating the possible sale
      of,
      pledge of, assignment of, encumbrance of, grant of an option with respect to,
      transfer of or disposition of such security or any interest therein to any
      Person other than Parent or (iii) reduces such Person’s beneficial ownership of,
      interest in or risk relating to such security; provided however no Transfer
      shall be deemed to have been effected in connection with the exercise or
      conversion of any options, warrants or other rights to acquire Common Shares
      to
      the extent that the Common Shares so acquired continue to be Owned by such
      Person.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (d) “Voting
      Covenant Expiration Date”
      shall
      mean the earliest of (i) the date upon which the Arrangement Agreement is
      terminated in accordance with its terms, (ii) the Effective Time, (iii) upon
      written notice of termination provided by Parent to Shareholder, (iv) if the
      Proxy Statement shall not have been mailed to Parent Stockholders by August
      6,
      2007; or (v) August 31, 2007.

     

    Section
      2. Transfer
      of Subject Securities and Voting Rights

     

    2.1 Restriction
      on Transfer of Subject Securities. Subject
      to Section 2.3, during the period from the date of this Agreement through the
      Voting Covenant Expiration Date, Shareholder shall not, directly or indirectly,
      cause or permit any Transfer of any of the Subject Securities to be
      effected.

     

    2.2 Restriction
      on Transfer of Voting Rights.
      Subject
      to Section 4.1, during the period from the date of this Agreement through the
      Voting Covenant Expiration Date, Shareholder shall ensure that: (a) none of
      the
      Subject Securities is deposited into a voting trust and (b) no proxy or power
      of
      attorney is granted, and no voting agreement or similar agreement is entered
      into, with respect to any of the Subject Securities.

     

    2.3 Permitted
      Transfers. Section
      2.1 shall not prohibit a transfer of the Subject Securities by Shareholder
      (i)
      to any member of Shareholder’s immediate family, or to a trust for the benefit
      of Shareholder or any member of Shareholder’s immediate family, (ii) upon the
      death of Shareholder or (iii) if Shareholder is a partnership, limited liability
      company or other body corporate, to one or more partners or members of
      Shareholder or to an affiliated corporation under common control with
      Shareholder; provided,
      however,
      that a
      transfer referred to in this sentence shall be permitted only if, as a
      precondition to such transfer, the transferee agrees in writing, reasonably
      satisfactory in form and substance to Parent, to be bound by the terms of this
      Agreement.

     

    Section
      3. Term

     

    This
      Agreement shall endure for the period (the “Term”)
      commencing on the date hereof and terminating on the Voting Covenant Expiration
      Date. The termination of this Agreement shall not affect any other agreement
      of
      like effect entered into with any other holder of securities of the Company
      or
      prejudice the right of any party hereto in respect of any breach hereof by
      the
      other party hereto.

     

    Section
      4. Voting
      of Shares

     

    4.1 Voting
      Covenant. Shareholder
      hereby agrees that, prior to the Voting Covenant Expiration Date, at any meeting
      of the shareholders of the Company, however called, and in any written action
      by
      consent of shareholders of the Company, unless otherwise directed in writing
      by
      Parent, Shareholder shall cause the Subject Securities to be voted:

     

    (a) in
      favor
      of the approval of the Arrangement Agreement and the Plan of Arrangement (as
      the
      same may be amended in accordance with their terms), the approval of the
      Arrangement and any matter that could reasonably be expected to facilitate
      the
      Arrangement;

     

    (b) against
      any action or agreement that would result in a breach of any representation,
      warranty, covenant or obligation of the Company under the Arrangement Agreement
      or the Plan of Arrangement; and

     

    (c) against
      any of the following actions (other than in furtherance of the Arrangement
      and
      the transactions contemplated by the Arrangement Agreement and except as
      otherwise agreed to or directed by Parent in writing): (A) any extraordinary
      corporate transaction or fundamental change, such as a merger, consolidation
      or
      other arrangement or business combination involving the Company or any
      subsidiary of the Company; (B) any sale, lease or transfer of all or
      substantially all of the assets of the Company or any subsidiary of the Company;
      (C) any reorganization, recapitalization, dissolution or liquidation of the
      Company or any subsidiary of the Company; (D) any change in a majority of the
      board of directors of the Company; (E) any change in the authorized capital
      of
      the Company or any amendment to the Company’s articles of incorporation or
      bylaws; (F) any material change in the capitalization of the Company or the
      Company’s corporate structure and (G) any other action which is intended, or
      could reasonably be expected, to impede, interfere with, delay, prevent,
      postpone, discourage or adversely affect the Arrangement or any of the other
      transactions contemplated by the Arrangement Agreement or this
      Agreement.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Prior
      to
      the Voting Covenant Expiration Date, Shareholder shall not enter into any
      agreement or understanding with any Person to vote or give instructions in
      any
      manner inconsistent with clause “(a)”, “(b)”, or “(c)” of the preceding
      sentence. If requested by Parent, Shareholder will execute such documents as
      may
      be reasonably required to give effect to the provisions of this Section upon
      Shareholder having received reasonable opportunity to consult with legal
      counsel. Shareholder further agrees that, during the Term, it shall not enter
      into any agreement or understanding with any person, whether or not in writing,
      directly or indirectly the effect of which would be inconsistent or contrary
      to
      the provisions and agreements contained herein.

     

    4.2 No
      Limit on Fiduciary Duty.
      Nothing
      contained in this Agreement will (a) restrict, limit, prohibit or preclude
      the
      Shareholder from exercising his fiduciary duties under applicable law, or (b)
      require the Shareholder to take any action in contravention of, or omit to
      take
      any action pursuant to, or otherwise take or refrain from taking any actions
      which are inconsistent with the instructions or directions of the Company’s
      board of directors undertaken in the exercise of their fiduciary
      duties.

     

    Section
      5. Covenant
      Regarding Notice of Objection

     

    Shareholder
      hereby acknowledges that pursuant to the terms and conditions of the Arrangement
      it has a right to dissent in accordance with Section 190 of the CBCA and hereby
      covenants and agrees that, prior to the Voting Covenant Expiration Date, it
      shall not directly or indirectly cause to be delivered to the Company a written
      objection to the resolution relating to the Arrangement or take any other action
      which is intended, or could reasonable by expected, to impede, delay or prevent
      the consummation of the Arrangement.

     

    Section
      6. Non-Solicitation

     

    Subject
      to Section 4.2, Shareholder agrees that, during the period from the date of
      this
      Agreement through the Voting Covenant Expiration Date, Shareholder shall not,
      directly or indirectly: (i) solicit, initiate, induce, facilitate or encourage
      (including by way of furnishing information or entering into any form of
      agreement, arrangement or understanding) the initiation of any inquiries or
      making of any proposals or announcements regarding an Acquisition Proposal;
      (ii)
      engage or participate in any discussions or negotiations with any Person (other
      than Parent and its affiliates) regarding an Acquisition Proposal; (iii)
      approve, endorse or recommend, or propose publicly to approve, endorse or
      recommend, any Acquisition Proposal; (iv) accept or enter into any agreement,
      understanding, arrangement or Contract in respect of an Acquisition Proposal;
      or
      (v) withdraw, amend or modify in a manner adverse to Parent Shareholder’s
      agreement to vote in favor of the Arrangement. Shareholder shall immediately
      terminate any existing solicitations, discussions or negotiations with any
      Person (other than Parent) that has made, indicated any interest to make or
      may
      reasonably be expected to make, an Acquisition Proposal. Shareholder shall
      promptly notify Parent, immediately orally and thereafter in writing, of any
      Acquisition Proposal or inquiry received after the date hereof (whether or
      not
      relating to any Acquisition Proposal or inquiry received prior to the date
      hereof) that could reasonably be expected to lead to an Acquisition Proposal,
      in
      each case received after the date hereof, or any amendments to the foregoing,
      or
      any request for non-public information relating to the Company or any of its
      Subsidiaries in connection with an Acquisition Proposal and a description of
      the
      material terms and conditions of any such Acquisition Proposal or inquiry.
      Shareholder shall keep Parent informed of any change to the material terms
      of
      any such Acquisition Proposal or inquiry. Promptly upon request, Shareholder
      shall provide Parent with copies of all correspondence in respect of any such
      Acquisition Proposal, inquiries or request for information. 

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Section
      7. Representations
      and Warranties of Shareholder

     

    Shareholder
      hereby represents and warrants to Parent as follows:

     

    7.1 Authorization,
      Etc. Shareholder
      has the absolute and unrestricted right, power, authority and capacity to
      execute and deliver this Agreement and to perform his or its obligations
      hereunder and thereunder. This Agreement has been duly executed and delivered
      by
      Shareholder and constitutes a legal, valid and binding obligation of
      Shareholder, enforceable against Shareholder in accordance with their terms,
      subject to (i) laws of general application relating to bankruptcy, insolvency
      and the relief of debtors and (ii) rules of law governing specific performance,
      injunctive relief and other equitable remedies. If Shareholder is a general
      or
      limited partnership, then Shareholder is a partnership duly organized, validly
      existing and in good standing under the laws of the jurisdiction in which it
      was
      organized. If Shareholder is a limited liability company or other body
      corporate, then Shareholder is a limited liability company or body corporate
      duly organized, validly existing and in good standing under the laws of the
      jurisdiction in which it was organized.

     

    7.2 No
      Conflicts or Consents.

     

    (a) The
      execution and delivery of this Agreement by Shareholder does not, and the
      performance of this Agreement by Shareholder will not: (i) conflict with or
      violate any law, rule, regulation, order, decree or judgment applicable to
      Shareholder or by which he or it or any of his or its properties is or may
      be
      bound or affected or (ii) result in or constitute (with or without notice or
      lapse of time) any breach of or default under, or give to any other Person
      (with
      or without notice or lapse of time) any right of termination, amendment,
      acceleration or cancellation of, or result (with or without notice or lapse
      of
      time) in the creation of any encumbrance or restriction on any of the Subject
      Securities pursuant to, any contract to which Shareholder is a party or by
      which
      Shareholder or any of his or its affiliates or properties is or may be bound
      or
      affected.

     

    (b) The
      execution and delivery of this Agreement by Shareholder do not, and the
      performance of this Agreement by Shareholder will not, require any consent
      or
      approval of any Person.

     

    7.3 Title
      to Securities.
      As of
      the date of this Agreement: (a) Shareholder holds of record (free and clear
      of
      any encumbrances or restrictions) the number of outstanding Common Shares set
      forth under the heading “Shares Held of Record” on the signature page hereof;
      (b) Shareholder holds (free and clear of any encumbrances or restrictions)
      the
      options, warrants and other rights to acquire Common Shares set forth under
      the
      heading “Options and Other Rights” on the signature page hereof; (c) Shareholder
      Owns the additional securities of the Company set forth under the heading
“Additional Securities Beneficially Owned” on the signature page hereof; (d)
      Shareholder does not directly or indirectly Own any shares of capital stock
      or
      other securities of the Company, or any option, warrant or other right to
      acquire (by purchase, conversion or otherwise) any shares of capital stock
      or
      other securities of the Company, other than the shares and options, warrants
      and
      other rights set forth on the signature page hereof and (e) except as
      contemplated hereby, none of the Subject Securities are subject to any voting
      trust, proxy, power of attorney or other agreement or arrangement with respect
      to the voting or disposition of the Subject Securities, and Shareholder is
      not a
      party to any agreement relating to the Subject Securities, including but not
      limited to any voting agreement, option agreement, purchase or sale agreement,
      shareholder’s agreement or partnership agreement.

     

    7.4 Accuracy
      of Representations.
      The
      representations and warranties contained in this Agreement are accurate in
      all
      respects as of the date of this Agreement, will be accurate in all respects
      at
      all times through the Voting Covenant Expiration Date and will be accurate
      in
      all respects as of the date of the consummation of the Arrangement as if made
      on
      that date.

     

    Section
      8. Additional
      Covenants of Shareholder

     

    8.1 Assistance
      with Arrangement. Subject
      to Section 4.2, until the Voting Covenant Expiration Date, Shareholder agrees
      to
      (i) cooperate with Parent in obtaining all governmental, regulatory and other
      approvals, including the Interim Order and the Final Order (the “Required
      Approvals”),
      required to permit Parent, Purchaser and the Company to complete the
      transactions provided for therein, (ii) if the Company fails to convene and
      hold
      a meeting of shareholders for the purpose of considering the Arrangement
      Resolution in accordance with Section 2.1(c) of the Arrangement Agreement,
      to
      the extent permissible under applicable law, cause the directors of the Company
      to call a meeting of shareholders for the purpose of considering the Arrangement
      Resolution, and (iii) not directly or indirectly: (A) take any actions that
      could have the result of delaying or impeding the ability of Parent, Purchaser
      or the Company to obtain any of the Required Approvals or causing the Court
      to
      amend the Interim Order or the Final Order or the terms and conditions of the
      Arrangement Agreement and/or Plan of Arrangement, other than as requested by
      Parent or Company, (B) take any action or fail to take any action that would
      reasonably be expected to result in the postponement, adjournment or
      cancellation of a shareholder’s meeting convened to consider the Arrangement
      without prior consent of Parent and (C) take any action that would make any
      representation or warranty of Shareholder contained in the Agreement untrue
      or
      that would otherwise undermine the effect and the intent of the
      Agreement.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    8.2 Further
      Assurances.
      From
      time to time and without additional consideration, Shareholder shall (at
      Shareholder’s sole expense) execute and deliver, or cause to be executed and
      delivered, such additional transfers, assignments, endorsements, proxies,
      consents and other instruments, and shall (at Shareholder’s sole expense) take
      such further actions, as Parent may request for the purpose of carrying out
      and
      furthering the intent of this Agreement.

     

    Section
      9. Miscellaneous

     

    9.1 Survival
      of Representations, Warranties and Agreements.
      All
      representations, warranties, covenants and agreements made by Shareholder in
      this Agreement shall survive (i) the consummation of the Arrangement, (ii)
      any
      termination of the Arrangement Agreement and (iii) the Voting Covenant
      Expiration Date.

     

    9.2 Expenses.
      All
      costs and expenses incurred in connection with the transactions contemplated
      by
      this Agreement shall be paid by the party incurring such costs and
      expenses.

     

    9.3 Notices.
      Any
      notice or other communication required or permitted to be delivered to either
      party under this Agreement shall be in writing and shall be deemed properly
      delivered, given and received when delivered (by hand, by registered mail,
      by
      courier or express delivery service or by facsimile) to the address or facsimile
      telephone number set forth beneath the name of such party below (or to such
      other address or facsimile telephone number as such party shall have specified
      in a written notice given to the other party):

     

    if
      to
      Shareholder:

     

    at
      the
      address set forth on the signature page hereof; and

     

    if
      to
      Parent:

     

    Ad.Venture
      Partners, Inc.

    360
      Madison Avenue, 21st Floor

    New
      York,
      NY 10017

    Attn:
      Chief Executive Officer

    Facsimile:
      (914) 576-5101

     

    9.4 Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. If the final judgment of a court of competent jurisdiction
      declares that any term or provision hereof is invalid or unenforceable, the
      parties hereto agree that the court making such determination shall have the
      power to limit the term or provision, to delete specific words or phrases,
      or to
      replace any invalid or unenforceable term or provision with a term or provision
      that is valid and enforceable and that comes closest to expressing the intention
      of the invalid or unenforceable term or provision, and this Agreement shall
      be
      enforceable as so modified. In the event such court does not exercise the power
      granted to it in the prior sentence, the parties hereto agree to replace such
      invalid or unenforceable term or provision with a valid and enforceable term
      or
      provision that will achieve, to the extent possible, the economic, business
      and
      other purposes of such invalid or unenforceable term.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    9.5 Entire
      Agreement.
      This
      Agreement, and any other documents delivered by the parties in connection
      herewith constitute the entire agreement between the parties with respect to
      the
      subject matter hereof and thereof and supersede all prior agreements and
      understandings between the parties with respect thereto. No addition to or
      modification of any provision of this Agreement shall be binding upon either
      party unless made in writing and signed by both parties. 

     

    9.6 Assignment;
      Binding Effect.
      Except
      as provided herein, neither this Agreement nor any of the interests or
      obligations hereunder may be assigned or delegated by Shareholder, and any
      attempted or purported assignment or delegation of any of such interests or
      obligations shall be void. Subject to the preceding sentence, this Agreement
      shall be binding upon Shareholder and his heirs, estate, executors and personal
      representatives and his or its successors and assigns, and shall inure to the
      benefit of Parent and its successors and assigns. Without limiting any of the
      restrictions set forth in Section 2 or Section 8.2 or elsewhere in this
      Agreement, this Agreement shall be binding upon any Person to whom any Subject
      Securities are transferred. Nothing in this Agreement is intended to confer
      on
      any Person (other than Parent and its successors and assigns) any rights or
      remedies of any nature.

     

    9.7 Specific
      Performance. The
      parties agree that irreparable damage would occur in the event that any of
      the
      provisions of this Agreement were not performed in accordance with its specific
      terms or were otherwise breached. Shareholder agrees that, in the event of
      any
      breach or threatened breach by Shareholder of any covenant or obligation
      contained in this Agreement, Parent shall be entitled (in addition to any other
      remedy that may be available to it, including monetary damages) to seek and
      obtain (a) a decree or order of specific performance to enforce the observance
      and performance of such covenant or obligation, and (b) an injunction
      restraining such breach or threatened breach. Shareholder further agrees that
      neither Parent nor any other Person shall be required to obtain, furnish or
      post
      any bond or similar instrument in connection with or as a condition to obtaining
      any remedy referred to in this Section 9.7, and Shareholder irrevocably waives
      any right he or it may have to require the obtaining, furnishing or posting
      of
      any such bond or similar instrument.

     

    9.8 Non-Exclusivity.
      The
      rights and remedies of Parent under this Agreement are not exclusive of or
      limited by any other rights or remedies which it may have, whether at law,
      in
      equity, by contract or otherwise, all of which shall be cumulative (and not
      alternative). Without limiting the generality of the foregoing, the rights
      and
      remedies of Parent under this Agreement, and the obligations and liabilities of
      Shareholder under this Agreement, are in addition to their respective rights,
      remedies, obligations and liabilities under common law requirements and under
      all applicable statutes, rules and regulations. Nothing in this Agreement shall
      limit any of Shareholder’s obligations, or the rights or remedies of Parent,
      under any Affiliate Agreement between Parent and Shareholder; and nothing in
      any
      such Affiliate Agreement shall limit any of Shareholder’s obligations, or any of
      the rights or remedies of Parent, under this Agreement. 

     

    9.9 Governing
      Law; Venue.
      

     

    (a) This
      Agreement shall be construed in accordance with, and governed in all respects
      by, the laws of the State of New York (without giving effect to principles
      of
      conflicts of laws).

     

    (b) Any
      legal
      action or other legal proceeding relating to this Agreement or the enforcement
      of any provision of this Agreement may be brought or otherwise commenced in
      any
      state or federal court located in the State of New York. Shareholder agrees
      that
      service of any process, summons, notice or document by U.S. mail addressed
      to
      him or it at the address set forth on the signature page hereof shall constitute
      effective service of such process, summons, notice or document for purposes
      of
      any such legal proceeding.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (c) SHAREHOLDER
      IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL
      PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF
      THIS AGREEMENT.

     

    9.10 Counterparts.
      This
      Agreement may be executed in separate counterparts, each of which when so
      executed and delivered shall be deemed an original, but all such counterparts
      shall together constitute one and the same instrument. A signed counterpart
      provided by way of facsimile or other electronic transmission shall be as
      binding upon parties as an originally signed counterpart.

     

    9.11 Captions.
      The
      captions contained in this Agreement are for convenience of reference only,
      shall not be deemed to be a part of this Agreement and shall not be referred
      to
      in connection with the construction or interpretation of this
      Agreement.

     

    9.12 Attorneys’
      Fees.
      If any
      legal action or other legal proceeding relating to this Agreement or the
      enforcement of any provision of this Agreement is brought against Shareholder,
      the prevailing party shall be entitled to recover reasonable attorneys’ fees,
      costs and disbursements (in addition to any other relief to which the prevailing
      party may be entitled).

     

    9.13 Waiver.
      No
      failure on the part of Parent to exercise any power, right, privilege or remedy
      under this Agreement, and no delay on the part of Parent in exercising any
      power, right, privilege or remedy under this Agreement, shall operate as a
      waiver of such power, right, privilege or remedy; and no single or partial
      exercise of any such power, right, privilege or remedy shall preclude any other
      or further exercise thereof or of any other power, right, privilege or remedy.
      Parent shall not be deemed to have waived any claim available to Parent arising
      out of this Agreement, or any power, right, privilege or remedy of Parent under
      this Agreement, unless the waiver of such claim, power, right, privilege or
      remedy is expressly set forth in a written instrument duly executed and
      delivered on behalf of Parent; and any such waiver shall not be applicable
      or
      have any effect except in the specific instance in which it is
      given.

     

    9.14 Construction.

     

    (a) For
      purposes of this Agreement, whenever the context requires: the singular number
      shall include the plural, and vice versa; the masculine gender shall include
      the
      feminine and neuter genders; the feminine gender shall include the masculine
      and
      neuter genders; and the neuter gender shall include masculine and feminine
      genders.

     

    (b) The
      parties agree that any rule of construction to the effect that ambiguities
      are
      to be resolved against the drafting party shall not be applied in the
      construction or interpretation of this Agreement.

     

    (c) As
      used
      in this Agreement, the words “include” and “including,” and variations thereof,
      shall not be deemed to be terms of limitation, but rather shall be deemed to
      be
      followed by the words “without limitation.”

     

    (d) Except
      as
      otherwise indicated, all references in this Agreement to “Sections” and
“Exhibits” are intended to refer to Sections of this Agreement and Exhibits to
      this Agreement.

     

    9.15 Independent
      Legal Advice.
      Each of
      the parties acknowledge that they have been advised to and have obtained
      independent legal advice (or declined doing so, despite having the opportunity
      to do so) with respect to this Agreement prior to their execution hereof and
      that they have read and understand the terms of their rights and obligations
      hereunder.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [Signature
      Page Follows]

    


    


    
      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    Parent
      and Shareholder have caused this Agreement to be executed as of the date first
      written above.

     

    
      	 	 	 
	 	AD.VENTURE
              PARTNERS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Howard S. Balter
	 	Title:
              Chief Executive Officer


    

    
      	 	 	 
	 	 	 
	 	SHAREHOLDER
	 	 
	 	 
	 	
              
Name: 
	 	 
	 	Address: ________________________
	 	            
              ________________________
	 	Facsimile:________________________ 
	 	 
	 	 
	Shares Held of Record Options
              and Other Rights  	Additional Securities
              Beneficially  
	 	
              Owned 

            


    

     

    

      
        
          
          

        

        
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    Schedule
      B-2

     

    FORM
      OF PARENT VOTING AGREEMENT

     

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    VOTING
      AGREEMENT

     

    This
      Voting Agreement (“Agreement”)
      is
      entered into as of March 13, 2007, by and between 180
      Connect Inc.,
      a
      corporation organized under the laws of Canada (the “Company”),
      and
____________________
      (“Stockholder”).

     

    Recitals

     

    A. Stockholder
      is a holder of record and the “beneficial owner” (within the meaning of Rule
      13d-3 under the Securities Exchange Act of 1934) of certain shares of common
      stock of Ad.Venture
      Partners, Inc.,
      a
      Delaware corporation (“Parent”).

     

    B. Parent,
      6732097
      Canada Inc.,
      a
      corporation organized under the laws of Canada and a wholly-owned subsidiary
      of
      Parent (“Purchaser”),
      and
      the Company are entering into an Arrangement Agreement of even date herewith
      (the “Arrangement
      Agreement”)
      which
      provides that Purchaser and Parent shall acquire all of the issued and
      outstanding Common Shares of the Company and assume the obligation to issue
      common stock upon exercise of the Company Warrants and conversion of the
      Convertible Debentures and the obligations under the Company SARs in accordance
      with the Arrangement Agreement (the “Arrangement”).
      Terms
      not otherwise defined herein shall have the meanings ascribed to them in the
      Arrangement Agreement.

     

    The
      Purchaser and the Parent desire to acquire all of the issued and outstanding
      Common Shares of the Company and to assume the obligation to issue common stock
      upon exercise of the Company Warrants and conversion of the Convertible
      Debentures (each as defined below) and the obligations under the Company SARs,
      in each case in accordance with the provisions of this Agreement

     

    C. In
      order
      to induce the Company to enter into the Arrangement Agreement, Stockholder
      is
      entering into this Agreement.

     

    Agreement

     

    NOW
      THEREFORE,
      in
      consideration of the mutual covenants and agreements set forth herein, the
      payment of the sum of One Dollar ($1.00) by Target to Stockholder and other
      good
      and valuable consideration (the receipt and sufficiency of which is hereby
      acknowledged), the parties hereto covenant and agree as follows:

     

    Section
      1. Certain
      Definitions 

     

    For
      purposes of this Agreement:

     

    (a) “Additional
      Securities”
shall
      mean all additional securities of Parent (including all units and warrants
      to
      acquire shares of Parent Common Stock) of which Stockholder acquires Ownership
      during the period from the date of the consummation of Parent’s initial public
      offering through the Voting Covenant Expiration Date.

     

    (b) “Founder
      Securities”
shall
      mean all securities of Parent (including all units and warrants to acquire
      shares of Parent Common Stock) Owned by Stockholder as of the date of this
      Agreement.

     

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    (c) Stockholder
      shall be deemed to “Own”
or
      to
      have acquired “Ownership”
of
      a
      security if Stockholder: (i) is the record owner of such security or (ii) is
      the
“beneficial owner” (within the meaning of Rule 13d-3 under the Securities
      Exchange Act of 1934) of such security.

     

    (d) “Subject
      Securities”
shall
      mean Founder Securities and Additional Securities, collectively.

     

    (e) A
      Person
      shall be deemed to have a effected a “Transfer”
of
      a
      security if such Person directly or indirectly: (i) sells, pledges, gifts,
      assigns, encumbers, grants an option with respect to, transfers or disposes
      of
      such security or any interest in such security to any Person other than the
      Company; (ii) enters into an agreement or commitment contemplating the possible
      sale of, pledge of, assignment of, encumbrance of, grant of an option with
      respect to, transfer of or disposition of such security or any interest therein
      to any Person other than the Company or (iii) reduces such Person’s beneficial
      ownership of, interest in or risk relating to such security; provided however
      no
      Transfer shall be deemed to have been effected in connection with the exercise
      or conversion of any options, warrants or other rights to acquire Parent Common
      Stock to the extent that the Parent Common Stock so acquired continues to be
      Owned by such Person.

     

    (f) “Voting
      Covenant Expiration Date”
      shall
      mean the earliest of (i) the date upon which the Arrangement Agreement is
      terminated in accordance with its terms, (ii) the Effective Time, (iii) upon
      written notice of termination provided by the Company to the Stockholder, (iv)
      if the Proxy Statement shall not have been mailed to Parent Stockholders by
      August 6, 2007 or (v) August 31, 2007.

     

    Section
      2. Transfer
      of Subject Securities and Voting Rights

     

    2.1 Restriction
      on Transfer of Subject Securities. Subject
      to Section 2.3, during the period from the date of this Agreement through the
      Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly,
      cause or permit any Transfer of any of the Subject Securities to be
      effected.

     

    2.2 Restriction
      on Transfer of Voting Rights.
      Subject
      to Section 4.1, during the period from the date of this Agreement through the
      Voting Covenant Expiration Date, Stockholder shall ensure that: (a) none of
      the
      Subject Securities is deposited into a voting trust and (b) no proxy or power
      of
      attorney is granted, and no voting agreement or similar agreement is entered
      into, with respect to any of the Subject Securities.

     

    2.3 Permitted
      Transfers. Section
      2.1 shall not prohibit a transfer of the Subject Securities by Stockholder
      (i)
      to any member of Stockholder’s immediate family, or to a trust for the benefit
      of Stockholder or any member of Stockholder’s immediate family, (ii) upon the
      death of Stockholder or (iii) if Stockholder is a partnership, limited liability
      company or other body corporate, to one or more partners or members of
      Stockholder or to an affiliated corporation under common control with
      Stockholder; provided,
      however,
      that a
      transfer referred to in this sentence shall be permitted only if, as a
      precondition to such transfer, the transferee agrees in a writing, reasonably
      satisfactory in form and substance to the Company, to be bound by the terms
      of
      this Agreement and, in effecting the transfer, Stockholder complies with any
      other agreements to which Stockholder is party.

     

    Section
      3. Term

     

    This
      Agreement shall endure for the period (the “Term”)
      commencing on the date hereof and terminating on the Voting Covenant Expiration
      Date. The termination of this Agreement shall not affect any other agreement
      of
      like effect entered into with any other holder of securities of the Company
      or
      prejudice the right of any party hereto in respect of any breach hereof by
      the
      other party hereto.

     

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    Section
      4. Voting
      of Shares

     

    4.1 Voting
      Covenant With Respect to Subject Securities Prior to Termination of Arrangement
      Agreement. Stockholder
      hereby agrees that, prior to the Voting Covenant Expiration Date, at any meeting
      of the stockholders of Parent, however called, unless otherwise directed in
      writing by the Company, Stockholder shall cause the Subject Securities to be
      voted:

     

    (a) in
      favor
      of the
      change of the name of Parent to 180 Connect Inc.;

     

    (b) in
      favor
      of an amendment to remove, from and after the Closing, those provisions of
      Article Fifth of Parent’s Amended and Restated Certificate of Incorporation that
      will no longer be applicable following the Arrangement;

     

    (c) in
      favor
      of an increase in the authorized capital stock of Parent; and

     

    (d) in
      favor
      of the election of (A) M. Brian McCarthy, Peter Giacalone and Howard Balter
      as
      Class C directors of Parent, (B) David Hallmen, Ilan Slasky and such person
      selected by the Company’s Board of Directors who qualifies as an “independent
      director” (as that term is defined in Rule 4200(15) of the NASDAQ Marketplace
      Rules (an “Independent Director”) as Class B directors of Parent and (C) Byron
      Osing, Lawrence J. Askowitz and such person selected by mutual agreement of
      the
      Company and Parent who qualifies as an Independent Director as Class A directors
      of Parent.

     

    Prior
      to
      the earlier to occur of the valid termination of the Arrangement Agreement
      or
      the consummation of the Arrangement, Stockholder shall not enter into any new
      agreement or understanding with any Person to vote or give instructions in
      any
      manner inconsistent with clause “(a),” “(b),” “(c)” or “(d)” of the preceding
      sentence.

     

    4.2 Voting
      Covenant With Respect to Additional Securities Prior to Termination of
      Arrangement Agreement. Stockholder
      hereby agrees that, prior to the Voting Covenant Expiration Date, at any meeting
      of the stockholders of Parent, however called, unless otherwise directed in
      writing by the Company, Stockholder shall cause the Additional Securities to
      be
      voted:

     

    (a) in
      favor
      of the adoption of the Arrangement Agreement and the Plan of Arrangement (as
      the
      same may be amended in accordance with their terms), the approval of the
      Arrangement, the Share Issuance and any matter that could reasonably be expected
      to facilitate the Arrangement;

     

    (b) against
      any action or agreement that would result in a breach of any representation,
      warranty, covenant or obligation of Parent under the Arrangement Agreement
      or
      the Plan of Arrangement; and

     

    (c) against
      any of the following actions (other than in furtherance of the Arrangement
      and
      the transactions contemplated by the Arrangement Agreement and except as
      otherwise agreed to or directed by the Company in writing): (A) any
      extraordinary corporate transaction or fundamental change, such as a merger,
      consolidation or other arrangement or business combination involving Parent
      or
      any subsidiary of Parent; (B) any sale, lease or transfer of a material amount
      of assets of Parent or any subsidiary of Parent; (C) any reorganization,
      recapitalization, dissolution or liquidation of Parent or any subsidiary of
      Parent; (D) any change in a majority of the board of directors of Parent or
      change in the management of Parent; (E) any change in the authorized capital
      of
      the Company or any amendment to Parent’s articles of incorporation or bylaws;
      (F) any material change in the capitalization of Parent or Parent’s corporate
      structure and (G) any other action which is intended, or could reasonably be
      expected, to impede, interfere with, delay, prevent, postpone, discourage or
      adversely affect the Arrangement or any of the other transactions contemplated
      by the Arrangement Agreement or this Agreement.

     

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    Prior
      to
      the Voting Covenant Expiration Date, Stockholder shall not enter into any
      agreement or understanding with any Person to vote or give instructions in
      any
      manner inconsistent with clause “(a)”, “(b)”, or “(c)” of the preceding
      sentence. If requested by the Company, Stockholder will execute a written
      resolution or any other documents as may be reasonably required to give effect
      to the provisions of this Section upon Stockholder having received reasonable
      opportunity to consult with legal counsel. Stockholder further agrees that,
      during the Term, it shall not enter into any agreement or understanding with
      any
      person, whether or not in writing, directly or indirectly the effect of which
      would be inconsistent or contrary to the provisions and agreements contained
      herein.

     

    4.3 Proxy;
      Further Assurances.

     

    (a) Contemporaneously
      with the execution of this Agreement: (i) Stockholder shall deliver to the
      Company a proxy in the form attached to this Agreement as Exhibit A, which
      shall
      be irrevocable to the fullest extent permitted by law (at all times prior to
      the
      Voting Covenant Expiration Date) with respect to the shares referred to therein
      (the “Proxy”)
      and
      (ii) Stockholder shall cause to be delivered to the Company an additional proxy
      (in the form attached hereto as Exhibit A) executed on behalf of the record
      owner of any outstanding shares of Parent Common Stock that are owned
      beneficially (within the meaning of Rule 13d-3 under the Securities Exchange
      Act
      of 1934), but not of record, by Stockholder. Stockholder hereby irrevocably
      constitutes and appoints the Company the true and lawful agent, attorney and
      attorney in fact of Stockholder with respect to the Subject Securities, with
      full power of substitution (such power of attorney, being coupled with an
      interest, being irrevocable) to, at any time during the Term, execute and
      deliver such additional instruments of proxy, authorizations or consents, and
      to
      exercise such other similar rights of Stockholder, in respect of the Subject
      Securities at any annual, special or adjourned meeting of stockholders of
      Parent, and in any written consent in lieu of any such meeting, as may be
      necessary or desirable to give effect to the terms and intent of this
      Agreement.

     

    (b) Stockholder
      shall, at his or its own expense, perform such further acts and execute such
      further proxies and other documents and instruments as may reasonably be
      required to vest in the Company the power to carry out and give effect to the
      provisions of this Agreement.

     

    Section
      5. Representations
      and Warranties of Stockholder

     

    Stockholder
      hereby represents and warrants to the Company as follows:

     

    5.1 Authorization,
      etc. Stockholder
      has the absolute and unrestricted right, power, authority and capacity to
      execute and deliver this Agreement and the Proxy and to perform his or its
      obligations hereunder and thereunder. This Agreement and the Proxy have been
      duly executed and delivered by Stockholder and constitute legal, valid and
      binding obligations of Stockholder, enforceable against Stockholder in
      accordance with their terms, subject to (i) laws of general application relating
      to bankruptcy, insolvency and the relief of debtors and (ii) rules of law
      governing specific performance, injunctive relief and other equitable remedies.
      If Stockholder is a general or limited partnership, then Stockholder is a
      partnership duly organized, validly existing and in good standing under the
      laws
      of the jurisdiction in which it was organized. If Stockholder is a limited
      liability company or other body corporate, then Stockholder is a limited
      liability company or body corporate duly organized, validly existing and in
      good
      standing under the laws of the jurisdiction in which it was
      organized.

     

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    5.2 No
      Conflicts or Consents.

     

    (a) The
      execution and delivery of this Agreement and the Proxy by Stockholder do not,
      and the performance of this Agreement and the Proxy by Stockholder will not:
      (i)
      conflict with or violate any law, rule, regulation, order, decree or judgment
      applicable to Stockholder or by which he or it or any of his or its properties
      is or may be bound or affected or (ii) result in or constitute (with or without
      notice or lapse of time) any breach of or default under, or give to any other
      Person (with or without notice or lapse of time) any right of termination,
      amendment, acceleration or cancellation of, or result (with or without notice
      or
      lapse of time) in the creation of any encumbrance or restriction on any of
      the
      Subject Securities pursuant to, any contract to which Stockholder is a party
      or
      by which Stockholder or any of his or its affiliates or properties is or may
      be
      bound or affected.

     

    (b) The
      execution and delivery of this Agreement and the Proxy by Stockholder do not,
      and the performance of this Agreement and the Proxy by Stockholder will not,
      require any consent or approval of any Person.

     

    5.3 Title
      to Securities.
      As of
      the date of this Agreement: (a) Stockholder holds of record (free and clear
      of
      any encumbrances or restrictions) the number of outstanding shares of Parent
      Common Stock set forth under the heading “Shares Held of Record” on the
      signature page hereof; (b) Stockholder holds (free and clear of any encumbrances
      or restrictions) the units and warrants to acquire shares of Parent Common
      Stock
      set forth under the heading “Other Rights” on the signature page hereof; (c)
      Stockholder Owns the additional securities of Parent set forth under the heading
      “Additional Securities Beneficially Owned” on the signature page hereof and (d)
      Stockholder does not directly or indirectly Own any shares of capital stock
      or
      other securities of Parent, or any option, warrant or other right to acquire
      (by
      purchase, conversion or otherwise) any shares of capital stock or other
      securities of Parent, other than the units and warrants set forth on the
      signature page hereof.

     

    5.4 Accuracy
      of Representations.
      The
      representations and warranties contained in this Agreement are accurate in
      all
      respects as of the date of this Agreement, will be accurate in all respects
      at
      all times through the Voting Covenant Expiration Date and will be accurate
      in
      all respects as of the date of the consummation of the Arrangement as if made
      on
      that date.

     

    Section
      6. Additional
      Covenants of Stockholder.
      

     

    6.1 Assistance
      with Arrangement. Subject
      to Section 4.2, until the Voting Covenant Expiration Date, Stockholder agrees
      to
      (i) cooperate with the Company in obtaining all governmental, regulatory and
      other approvals, including the Interim Order and the Final Order (the
“Required
      Approvals”),
      required to permit Parent, Purchaser and the Company to complete the
      transactions provided for therein, (ii) if Parent fails to convene and hold
      a
      meeting of stockholders for the purpose of considering the Arrangement
      Resolution in accordance with Section 2.1(c) of the Arrangement Agreement,
      to
      the extent permissible under applicable law, cause the directors of Parent
      to
      call a meeting of stockholders for the purpose of considering the Arrangement
      Resolution, and (iii) not directly or indirectly: (A) take any actions that
      could have the result of delaying or impeding the ability of Parent, Purchaser
      or the Company to obtain any of the Required Approvals or causing the Court
      to
      amend the Interim Order or the Final Order or the terms and conditions of the
      Arrangement Agreement and/or Plan of Arrangement, other than as requested by
      Parent or Company, (B) take any action or fail to take any action that would
      reasonably be expected to result in the postponement, adjournment or
      cancellation of a shareholder’s meeting convened to consider the Arrangement
      without prior consent of the Company and (C) take any action that would make
      any
      representation or warranty of Stockholder contained in the Agreement untrue
      or
      that would otherwise undermine the effect and the intent of the
      Agreement.

     

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    6.2 Further
      Assurances.
      From
      time to time and without additional consideration, Stockholder shall (at
      Stockholder’s sole expense) execute and deliver, or cause to be executed and
      delivered, such additional transfers, assignments, endorsements, proxies,
      consents and other instruments, and shall (at Stockholder’s sole expense) take
      such further actions, as the Company may request for the purpose of carrying
      out
      and furthering the intent of this Agreement.

     

    Section
      7. Miscellaneous

     

    7.1 Survival
      of Representations, Warranties and Agreements.
      All
      representations, warranties, covenants and agreements made by Stockholder in
      this Agreement shall survive (i) the consummation of the Arrangement, (ii)
      any
      termination of the Arrangement Agreement and (iii) the Voting Covenant
      Expiration Date.

     

    7.2 Expenses.
      All
      costs and expenses incurred in connection with the transactions contemplated
      by
      this Agreement shall be paid by the party incurring such costs and
      expenses.

     

    7.3 Notices.
      Any
      notice or other communication required or permitted to be delivered to either
      party under this Agreement shall be in writing and shall be deemed properly
      delivered, given and received when delivered (by hand, by registered mail,
      by
      courier or express delivery service or by facsimile) to the address or facsimile
      telephone number set forth beneath the name of such party below (or to such
      other address or facsimile telephone number as such party shall have specified
      in a written notice given to the other party):

     

    if
      to
      Stockholder:

     

    at
      the
      address set forth on the signature page hereof; and

    if
      to the
      Company:

     

    180
      Connect Inc.

    135
      Parkways Cross Drive

    Suite
      400

    Woodbury,
      NY 11797

    Attn:
      Chief Executive Officer

    Fax: (516)
      677-5388

     

    7.4 Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. If the final judgment of a court of competent jurisdiction
      declares that any term or provision hereof is invalid or unenforceable, the
      parties hereto agree that the court making such determination shall have the
      power to limit the term or provision, to delete specific words or phrases,
      or to
      replace any invalid or unenforceable term or provision with a term or provision
      that is valid and enforceable and that comes closest to expressing the intention
      of the invalid or unenforceable term or provision, and this Agreement shall
      be
      enforceable as so modified. In the event such court does not exercise the power
      granted to it in the prior sentence, the parties hereto agree to replace such
      invalid or unenforceable term or provision with a valid and enforceable term
      or
      provision that will achieve, to the extent possible, the economic, business
      and
      other purposes of such invalid or unenforceable term.

     

    7.5 Entire
      Agreement.
      This
      Agreement, the Proxy and any other documents delivered by the parties in
      connection herewith constitute the entire agreement between the parties with
      respect to the subject matter hereof and thereof and supersede all prior
      agreements and understandings between the parties with respect thereto. No
      addition to or modification of any provision of this Agreement shall be binding
      upon either party unless made in writing and signed by both parties.


     

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    7.6 Assignment;
      Binding Effect.
      Except
      as provided herein, neither this Agreement nor any of the interests or
      obligations hereunder may be assigned or delegated by Stockholder, and any
      attempted or purported assignment or delegation of any of such interests or
      obligations shall be void. Subject to the preceding sentence, this Agreement
      shall be binding upon Stockholder and his heirs, estate, executors and personal
      representatives and his or its successors and assigns, and shall inure to the
      benefit of the Company and its successors and assigns. Without limiting any
      of
      the restrictions set forth in Section 2 or Section 6 or elsewhere in this
      Agreement, this Agreement shall be binding upon any Person to whom any Subject
      Securities are transferred. Nothing in this Agreement is intended to confer
      on
      any Person (other than the Company and its successors and assigns) any rights
      or
      remedies of any nature.

     

    7.7 Indemnification.
      Stockholder
      shall hold harmless and indemnify the Company and the Company’s affiliates from
      and against, and shall compensate and reimburse the Company and the Company’s
      affiliates for, any loss, damage, claim, liability, fee (including attorneys’
fees), demand, cost or expense (regardless of whether or not such loss, damage,
      claim, liability, fee, demand, cost or expense relates to a third-party claim)
      that is directly or indirectly suffered or incurred by the Company or any of
      the
      Company’s affiliates, or to which the Company or any of the Company’s affiliates
      otherwise becomes subject, and that arises directly or indirectly from, or
      relates directly or indirectly to, (a) any inaccuracy in or breach of any
      representation or warranty contained in this Agreement or (b) any failure on
      the
      part of Stockholder to observe, perform or abide by, or any other breach of,
      any
      restriction, covenant, obligation or other provision contained in this Agreement
      or in the Proxy.

     

    7.8 Specific
      Performance. The
      parties agree that irreparable damage would occur in the event that any of
      the
      provisions of this Agreement or the Proxy were not performed in accordance
      with
      its specific terms or were otherwise breached. Stockholder agrees that, in
      the
      event of any breach or threatened breach by Stockholder of any covenant or
      obligation contained in this Agreement or in the Proxy, the Company shall be
      entitled (in addition to any other remedy that may be available to it, including
      monetary damages) to seek and obtain (a) a decree or order of specific
      performance to enforce the observance and performance of such covenant or
      obligation and (b) an injunction restraining such breach or threatened breach.
      Stockholder further agrees that neither the Company nor any other Person shall
      be required to obtain, furnish or post any bond or similar instrument in
      connection with or as a condition to obtaining any remedy referred to in this
      Section 7.8, and Stockholder irrevocably waives any right he or it may have
      to
      require the obtaining, furnishing or posting of any such bond or similar
      instrument.

     

    7.9 Non-Exclusivity.
      The
      rights and remedies of the Company under this Agreement are not exclusive of
      or
      limited by any other rights or remedies which it may have, whether at law,
      in
      equity, by contract or otherwise, all of which shall be cumulative (and not
      alternative). Without limiting the generality of the foregoing, the rights
      and
      remedies of the Company under this Agreement, and the obligations and
      liabilities of Stockholder under this Agreement, are in addition to their
      respective rights, remedies, obligations and liabilities under common law
      requirements and under all applicable statutes, rules and regulations. Nothing
      in this Agreement shall limit any of Stockholder’s obligations, or the rights or
      remedies of the Company, under this Agreement. 

     

    7.10 Governing
      Law; Venue.

     

    (a) This
      Agreement and the Proxy shall be construed in accordance with, and governed
      in
      all respects by, the laws of the State of New York (without giving effect to
      principles of conflicts of laws).

     

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    (b) Any
      legal
      action or other legal proceeding relating to this Agreement or the Proxy or
      the
      enforcement of any provision of this Agreement or the Proxy may be brought
      or
      otherwise commenced in any state or federal court located in the State of New
      York. Stockholder agrees that service of any process, summons, notice or
      document by U.S. mail addressed to him or it at the address set forth on the
      signature page hereof shall constitute effective service of such process,
      summons, notice or document for purposes of any such legal
      proceeding.

     

    (c) STOCKHOLDER
      IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL
      PROCEEDING RELATING TO THIS AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANY
      PROVISION OF THIS AGREEMENT OR THE PROXY.

     

    7.11 Counterparts.
      This
      Agreement may be executed in separate counterparts, each of which when so
      executed and delivered shall be an original, but all such counterparts shall
      together constitute one and the same instrument. A signed counterpart provided
      by way of facsimile or other electronic transmission shall be as binding upon
      parties as an originally signed counterpart.

     

    7.12 Captions.
      The
      captions contained in this Agreement are for convenience of reference only,
      shall not be deemed to be a part of this Agreement and shall not be referred
      to
      in connection with the construction or interpretation of this
      Agreement.

     

    7.13 Attorneys’
      Fees.
      If any
      legal action or other legal proceeding relating to this Agreement or the
      enforcement of any provision of this Agreement is brought against Stockholder,
      the prevailing party shall be entitled to recover reasonable attorneys’ fees,
      costs and disbursements (in addition to any other relief to which the prevailing
      party may be entitled).

     

    7.14 Waiver.
      No
      failure on the part of the Company to exercise any power, right, privilege
      or
      remedy under this Agreement, and no delay on the part of the Company in
      exercising any power, right, privilege or remedy under this Agreement, shall
      operate as a waiver of such power, right, privilege or remedy; and no single
      or
      partial exercise of any such power, right, privilege or remedy shall preclude
      any other or further exercise thereof or of any other power, right, privilege
      or
      remedy. The Company shall not be deemed to have waived any claim available
      to
      the Company arising out of this Agreement, or any power, right, privilege or
      remedy of the Company under this Agreement, unless the waiver of such claim,
      power, right, privilege or remedy is expressly set forth in a written instrument
      duly executed and delivered on behalf of the Company; and any such waiver shall
      not be applicable or have any effect except in the specific instance in which
      it
      is given.

     

    7.15 Construction.

     

    (a) For
      purposes of this Agreement, whenever the context requires: the singular number
      shall include the plural, and vice versa; the masculine gender shall include
      the
      feminine and neuter genders; the feminine gender shall include the masculine
      and
      neuter genders; and the neuter gender shall include masculine and feminine
      genders.

     

    (b) The
      parties agree that any rule of construction to the effect that ambiguities
      are
      to be resolved against the drafting party shall not be applied in the
      construction or interpretation of this Agreement.

     

    (c) As
      used
      in this Agreement, the words “include” and “including,” and variations thereof,
      shall not be deemed to be terms of limitation, but rather shall be deemed to
      be
      followed by the words “without limitation.”

     

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    (d) Except
      as
      otherwise indicated, all references in this Agreement to “Sections” and
“Exhibits” are intended to refer to Sections of this Agreement and Exhibits to
      this Agreement.

     

    7.16 Independent
      Legal Advice.
      Each of
      the parties acknowledge that they have been advised to and have obtained
      independent legal advice (or declined doing so, despite having the opportunity
      to do so) with respect to this Agreement prior to their execution hereof and
      that they have read and understand the terms of their rights and obligations
      hereunder.

    


    
      
        
          
          

        

        
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    Target
      and Stockholder have caused this Agreement to be executed as of the date first
      written above.

     

     

    
      	
            	 	 
	 	180
              CONNECT INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Peter Giacalone
	 	Title:
              Chief Executive Officer


      
        	 	 	 
	 	 	 
	 	SHAREHOLDER
	 	 
	 	 
	 	
                
Name: 
	 	 
	 	Address: ________________________
	 	            
                ________________________
	 	Facsimile:________________________ 
	 	 
	 	 
	Shares Held of Record Options
                and Other Rights  	Additional Securities
                Beneficially  
	 	
                Owned 

              


      

       

    

    


    
      
        
          
          

          
          

        

        
          12

          
            

          

        

        
          
          

          
            


            


          

        

      

    

    



    Exhibit
      A

     

    FORM
      OF IRREVOCABLE PROXY

     

    The
      undersigned stockholder (the “Stockholder”)
      of
Ad.Venture
      Partners, Inc., a
      Delaware corporation (“Parent”),
      hereby irrevocably (to the fullest extent permitted by law) appoints and
      constitutes Peter
      Giacalone and
      180
      Connect Inc., a
      corporation organized under the laws of Canada (the “Company”),
      and
      each of them, the attorneys and proxies of the Stockholder with full power
      of
      substitution and resubstitution, to the full extent of the Stockholder’s rights
      with respect to (i) the outstanding shares of capital stock of Parent owned
      of
      record by the Stockholder as of March 13, 2007 and (ii) the outstanding shares
      of capital stock of Parent Stockholder acquired after March 13, 2007 through
      the
      date of this proxy and any and all other shares of capital stock of the Company
      which the Stockholder may acquire on or after the date hereof (the “Additional
      Shares”).
      (The
      shares of the capital stock of Parent referred to in clauses “(i)” and “(ii)” of
      the immediately preceding sentence are collectively referred to as the
“Shares.”
Upon
      the execution hereof, all prior proxies given by the Stockholder with respect
      to
      any of the Shares are hereby revoked, and the Stockholder agrees that no
      subsequent proxies will be given with respect to any of the Shares.

     

    This
      proxy is irrevocable, is coupled with an interest and is granted in connection
      with the Voting Agreement, dated as of the date hereof, between the Company
      and
      the Stockholder (the “Voting
      Agreement”),
      and
      is granted in consideration of the Company entering into the Arrangement
      Agreement, dated as of the date hereof, among Parent, 6732097 Canada Inc.,
      a
      corporation organized under the laws of Canada and a wholly-owned subsidiary
      of
      Parent and the Company (the “Arrangement
      Agreement”).
      This
      proxy will terminate on the Voting Covenant Expiration Date (as defined in
      the
      Voting Agreement).

     

    The
      attorneys and proxies named above will be empowered, and may exercise this
      proxy, to vote the Shares at any time until the earlier to occur of the valid
      termination of the Arrangement Agreement or the effective time of the
      transactions contemplated thereby (the “Arrangement”)
      at any
      meeting of the stockholders of Parent, however called:

     

    (a) in
      favor
      of the
      change of the name of Parent to 180 Connect Inc.;

     

    (b) in
      favor
      of an amendment to remove, from and after the Closing, those provisions of
      Article Fifth of Parent’s Amended and Restated Certificate of Incorporation that
      will no longer be applicable following the Arrangement;

     

    (c) in
      favor
      of an increase in the authorized capital stock of Parent; and 

     

    (d) in
      favor
      of the election of (A) M. Brian McCarthy, Peter Giacalone and Howard Balter
      as
      Class C directors of Parent, (B) David Hallmen, Ilan Slasky and such person
      selected by the Company’s Board of Directors who qualifies as an “independent
      director” (as that term is defined in Rule 4200(15) of the NASDAQ Marketplace
      Rules (an “Independent Director”) as Class B directors of Parent and (C) Byron
      Osing, Lawrence J. Askowitz and such person selected by mutual agreement of
      the
      Company and Parent who qualifies as an Independent Director as Class A directors
      of Parent.

     

    In
      addition, the attorneys and proxies named above will be empowered, and may
      exercise this proxy, to vote the Additional Shares at any time until the earlier
      to occur of the valid termination of the Arrangement Agreement or the effective
      time of the Arrangement at any meeting of the stockholders of Parent, however
      called:

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (a) in
      favor
      of the adoption of the Arrangement Agreement and the Plan of Arrangement (as
      the
      same may be amended in accordance with their terms), the approval of the
      Arrangement, the Share Issuance and any matter that could reasonably be expected
      to facilitate the Arrangement;

     

    (b) against
      any action or agreement that would result in a breach of any representation,
      warranty, covenant or obligation of Parent under the Arrangement Agreement
      or
      the Plan of Arrangement; and

     

    (c) against
      any of the following actions (other than in furtherance of the Arrangement
      and
      the transactions contemplated by the Arrangement Agreement and except as
      otherwise agreed to or directed by the Company in writing): (A) any
      extraordinary corporate transaction or fundamental change, such as a merger,
      consolidation or other arrangement or business combination involving Parent
      or
      any subsidiary of Parent; (B) any sale, lease or transfer of a material amount
      of assets of Parent or any subsidiary of Parent; (C) any reorganization,
      recapitalization, dissolution or liquidation of Parent or any subsidiary of
      Parent; (D) any change in a majority of the board of directors of Parent or
      change in the management of Parent; (E) any change in the authorized capital
      of
      the Company or any amendment to Parent’s articles of incorporation or bylaws;
      (F) any material change in the capitalization of Parent or Parent’s corporate
      structure and (G) any other action which is intended, or could reasonably be
      expected, to impede, interfere with, delay, prevent, postpone, discourage or
      adversely affect the Arrangement or any of the other transactions contemplated
      by the Arrangement Agreement or this Agreement.

     

    The
      Stockholder may vote the Shares on all other matters not referred to in this
      proxy, and the attorneys and proxies named above may not exercise this proxy
      with respect to such other matters.

     

    This
      proxy shall be binding upon the heirs, estate, executors, personal
      representatives, successors and assigns of the Stockholder (including any
      transferee of any of the Shares).

     

    Any
      term
      or provision of this proxy that is invalid or unenforceable in any situation
      in
      any jurisdiction shall not affect the validity or enforceability of the
      remaining terms and provisions hereof or the validity or enforceability of
      the
      offending term or provision in any other situation or in any other jurisdiction.
      If the final judgment of a court of competent jurisdiction declares that any
      term or provision hereof is invalid or unenforceable, the Stockholder agrees
      that the court making such determination shall have the power to limit the
      term
      or provision, to delete specific words or phrases, or to replace any invalid
      or
      unenforceable term or provision with a term or provision that is valid and
      enforceable and that comes closest to expressing the intention of the invalid
      or
      unenforceable term or provision, and this proxy shall be enforceable as so
      modified. In the event such court does not exercise the power granted to it
      in
      the prior sentence, the Stockholder agrees to replace such invalid or
      unenforceable term or provision with a valid and enforceable term or provision
      that will achieve, to the extent possible, the economic, business and other
      purposes of such invalid or unenforceable term.

     

    


    [Signature
      Page Follows]

    


    


    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    Dated:
      March __, 2007

    
      	 	 
	 	Name
	 	 
	 	Number of shares of common stock of
              Parent
              owned of record as of the date of this proxy: 
	 	 
	 	 
	 	
              Number
                of shares of common stock of Parent acquired between March __, 2007
                and
                the date of this proxy and owned of record as of the date of this
                proxy:
 




    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Schedule
      C

     

    SPECIAL
      RESOLUTION OF THE COMPANY SECURITIES HOLDERS

     

    Be
      It Resolved That:

     

    The
      arrangement (the “Arrangement”)
      under
      Section 192 of the Canada Business Corporations Act (the “CBCA”)
      involving 180 Connect Inc. (the “Company”),
      as
      more particularly described and set forth in the Management Information Circular
      (the “Circular”)
      of the
      Company accompanying the notice of this meeting (as the Arrangement may be
      modified or amended), is hereby authorized, approved and adopted.

     

    The
      plan
      of arrangement, as it may be or have been amended, (the “Plan
      of Arrangement”)
      involving the Company, the full text of which is set out in Schedule A to the
      Arrangement Agreement dated as of March 13, 2007, among Parent, Purchaser and
      the Company (the “Arrangement
      Agreement”),
      is
      hereby approved and adopted.

     

    The
      Arrangement Agreement and all transactions contemplated thereby, the actions
      of
      the directors of the Company in approving the Arrangement and the actions of
      the
      officers of the Company in executing and delivering the Arrangement Agreement
      and any amendments thereto are each hereby ratified and approved.

     

    Notwithstanding
      that this resolution has been passed (and the Arrangement adopted) by the
      shareholders of the Company or that the Arrangement has been approved by the
      Court of Queens Bench of Alberta, the directors of the Company are hereby
      authorized and empowered (i) to amend the Arrangement Agreement, or the Plan
      Arrangement to the extent permitted by the Arrangement Agreement, and (ii)
      subject to the terms of the Arrangement Agreement, not to proceed with the
      Arrangement.

     

    Any
      officer or director of the Company is hereby authorized and directed for and
      on
      behalf of the Company to execute and deliver articles of arrangement and such
      other documents as are necessary or desirable to the Director under the CBCA
      in
      accordance with the Arrangement Agreement.

     

    Any
      officer or director of the Company is hereby authorized and directed for and
      on
      behalf of the Company to execute or cause to be executed and to deliver or
      cause
      to be delivered, all such other documents and instruments and to perform or
      cause to be performed all such other acts and things as in such Person’s opinion
      may be necessary or desirable to give full effect to the foregoing resolution
      and the matters authorized thereby, such determination to be conclusively
      evidenced by the execution and delivery of such document, agreement or
      instrument or the doing of any such act or thing.

     

     

    


    
      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


            


          

        

      

    

    



    Schedule
      D

     

    PLAN
      OF ARRANGEMENT

     

    


     

     

    


    
      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


            


          

        

      

    

    



    PLAN
      OF ARRANGEMENT

    UNDER
      SECTION 192

    OF
      THE CANADA BUSINESS CORPORATIONS ACT

    INVOLVING
      AND AFFECTING

    180
      CONNECT INC. AND

    ITS
      SECURITYHOLDERS

     

    ARTICLE
      1

     

    INTERPRETATION

     

    1.1  Definitions.
      In
      this
      Plan of Arrangement, unless there is something in the subject matter or context
      inconsistent therewith, the following terms shall have the respective meanings
      set out below (and grammatical variations of such terms shall have corresponding
      meanings):

     

    “Affiliate”
has
      the
      meaning ascribed thereto in the CBCA;

     

    “Ancillary
      Rights”
means
      the interest of a holder of Exchangeable Shares as a beneficiary of the trust
      created under the Voting and Exchange Trust Agreement;

     

    “Arrangement”
means
      the arrangement under Section 192 of the CBCA on the terms and subject to the
      conditions set out in this Plan of Arrangement, subject to any amendments
      thereto made (i) in accordance with Section 8.3 of the Arrangement Agreement;
      (ii) in accordance with Section 6.1 hereof, or (iii) at the direction of
      the Court in the Final Order;

     

    “Arrangement
      Agreement”
means
      the arrangement agreement by and among Parent, the Company and the Purchaser
      dated March 13, 2007, as amended and restated from time to time, providing
      for,
      among other things, this Plan of Arrangement and the Arrangement;

     

    “Arrangement
      Resolution”
means
      the special resolution passed by the Company Shareholders at the Company
      Shareholder Meeting, such resolution to be substantially in the form and content
      of Schedule A to the Arrangement Agreement;

     

    “Articles
      of Arrangement”
means
      the articles of arrangement in respect of the Arrangement required under
      Subsection 192(6) of the CBCA to be sent to the Director after the Final Order
      has been granted;

     

    “Business
      Day”
means
      a
      day of the year in which banks are not required or authorized to be closed
      in
      the City of Calgary, Alberta or the City of New York, New York;

     

    “Canadian
      Tax Act”
means
      the Income
      Tax Act
      (Canada)
      and the regulations thereunder, as now in effect and as they may be amended
      or
      promulgated from time to time prior to the Effective Time;

     

    “Canadian
      Resident”
means
      a
      resident of Canada for purposes of the Canadian Tax Act and includes a
      partnership any member of which is a resident of Canada for purposes of the
      Canadian Tax Act;

     

    “Canco”
means
      1305699 Alberta ULC, an unlimited liability corporation existing under the
      laws
      of Alberta and a direct wholly-owned subsidiary of Parent or any other direct
      or
      indirect wholly-owned subsidiary designated by Parent from time to time in
      replacement thereof;

     

    


    
      
        
          
          

        

        
          1.

          
            

          

        

        
          
          

        

      

    

    


    “CBCA”
means
      the Canada Business Corporations Act, as the same has been and may hereafter
      from time to time be amended;

     

    “Certificate”
means
      the certificate to be issued by the Director pursuant to Subsection 192(7)
      of
      the CBCA giving effect to the Arrangement, after the Articles of Arrangement
      have been filed;

     

    “CRA”
means
      the Canada Revenue Agency;

     

    “Change
      of Law”
means
      any amendment to the Canadian Tax Act and other applicable provincial income
      tax
      laws that permits holders of Exchangeable Shares who are resident in Canada,
      hold the Exchangeable Shares as capital property and deal at arm’s length with
      Parent and Purchaser (all for the purposes of the Canadian Tax Act and other
      applicable provincial income tax laws) to exchange their Exchangeable Shares
      for
      Parent Shares on a basis that will not require such holders to recognize any
      gain or loss or any actual or deemed dividend in respect of such exchange for
      the purposes of the Canadian Tax Act or applicable provincial income tax
      laws;

     

    “Change
      of Law Call Date”
has
      the
      meaning provided in Section 5.3(b);

     

    “Change
      of Law Call Purchase Price”
has
      the
      meaning provided in Section 5.3(a);

     

    “Change
      of Law Call Right”
has
      the
      meaning provided in Section 5.3(a);

     

    “Code”
means
      the United States Internal Revenue Code of 1986, as amended;

     

    “Common
      Shares”
means
      the common shares in the capital of the Company;

     

    “Company”
means
      180 Connect Inc., a corporation incorporated under the laws of
      Canada;

     

    “Company
      Shareholders”
means
      holders of Common Shares from time to time;

     

    “Company
      Shareholder Meeting”
means
      the special meeting of the Company Shareholders to be held to consider this
      Plan
      of Arrangement and any adjournments thereof;

     

    “Court”
means
      the Court of Queen’s Bench of Alberta;

     

    “Depositary”
means
      the duly appointed depositary in respect of the Arrangement at its principal
      transfer offices in Calgary, Alberta and Toronto, Ontario;

     

    “Director”
means
      the Director appointed pursuant to Section 260 of the CBCA;

     

    “Dissent
      Rights”
has
      the
      meaning provided in Section 3.1;

     

    “Effective
      Date”
means
      the effective date of the Arrangement, being the date shown on the
      Certificate;

     

    “Effective
      Time”
means
      12:01 am on the Effective Date or the time specified in writing by the Company
      in a notice delivered to parties to the Arrangement Agreement;

     

    “Election
      Deadline”
means
      2:00 pm (Calgary time) at the place of deposit on the date which is 3 Business
      Days before the Meeting Date;

     

    


    
      
        
          
          

        

        
          2.

          
            

          

        

        
          
          

        

      

    

    


    “Equivalent
      Vote Amount”
means,
      with respect to any matter, proposition or question on which holders of Parent
      Shares are entitled to vote, consent or otherwise act, the number of votes
      to
      which a holder of one Parent Share is entitled with respect to such matter,
      proposition or question;

     

    “Exchange
      Ratio”
means,
      subject to adjustment, if any, as provided in Section 2.4, [•];

     

    “Exchangeable
      Elected Shares”
means
      any Common Shares (other than a Common Share held by Parent or an Affiliate
      thereof) that the holder thereof shall have elected in accordance with
      Section 2.3(a), in a duly completed Letter of Transmittal and Election Form
      deposited with the Depositary no later than the Election Deadline, to transfer
      to Purchaser under the Arrangement for Exchangeable Shares and Ancillary
      Rights;

     

    “Exchangeable
      Share Consideration”
has
      the
      meaning provided in the Exchangeable Share Provisions;

     

    “Exchangeable
      Share Price”
has
      the
      meaning provided in the Exchangeable Share Provisions;

     

    “Exchangeable
      Share Provisions”
means
      the rights, privileges, restrictions and conditions attaching to the
      Exchangeable Shares, as set out in Appendix I hereto;

     

    “Exchangeable
      Shares”
means
      the exchangeable shares in the capital of Purchaser governed by the Exchangeable
      Share Provisions;

     

    “Final
      Order”
means
      the final order of the Court approving the Arrangement under Section 192 of
      the
      CBCA, as such order may be amended or modified by the Court at any time and
      from
      time to time prior to the Effective Time or, if appealed, unless such appeal
      is
      withdrawn, abandoned or denied, as affirmed or amended on appeal;

     

    “Interim
      Order”
means
      the interim order of the Court in relation to the Arrangement and the holding
      of
      the Company Shareholder Meeting, as such order may be amended, modified,
      supplemented or varied by the Court at any time and from time to
      time;

     

    “Letter
      of Transmittal and Election Form”
means
      the letter of transmittal and election form provided for use by holders of
      Common Shares in connection with the Arrangement;

     

    “Liquidation
      Amount”
has
      the
      meaning provided in the Exchangeable Share Provisions;

     

    “Liquidation
      Call Purchase Price”
has
      the
      meaning provided in Section 5.1(a);

     

    “Liquidation
      Call Right”
has
      the
      meaning provided in Section 5.1(a);

     

    “Liquidation
      Date”
has
      the
      meaning provided in the Exchangeable Share Provisions;

     

    “Meeting
      Date”
means
      the date of the Company Shareholder Meeting;

     

    “Parent”
means
      Ad.Venture Partners, Inc., a company formed under the laws of
      Delaware;

     

    “Parent
      Control Transaction”
has
      the
      meaning provided in the Exchangeable Share Provisions;

     

    “Person”
means
      any individual, corporation (including any non-profit corporation), general
      partnership, limited partnership, limited liability partnership, joint venture,
      estate, trust, company (including any limited liability company, unlimited
      liability company or joint stock company), firm, enterprise, association,
      organization or any other entity, including a governmental
      authority;

     

    


    
      
        
          
          

        

        
          3.

          
            

          

        

        
          
          

        

      

    

    


    “Parent
      Shares”
has
      the
      meaning provided in the Exchangeable Share Provisions and any other securities
      into which such shares may be changed, exchanged or converted;

     

    “Parent
      Special Voting Share”
means
      one share of preferred stock of Parent to which that number of voting rights
      attach equal to the number of outstanding Exchangeable Shares held by
      Beneficiaries multiplied by the Equivalent Vote Amount;

     

    “Purchaser”
means
      6732097 Canada Inc., a corporation incorporated under the laws of
      Canada;

     

    “Redemption
      Call Purchase Price”
has
      the
      meaning provided in Section 5.2(a);

     

    “Redemption
      Call Right”
has
      the
      meaning provided in Section 5.2(a);

     

    “Redemption
      Date”
has
      the
      meaning provided in the Exchangeable Share Provisions;

     

    “Redemption
      Price”
has
      the
      meaning provided in the Exchangeable Share Provisions;

     

    “Registered
      or Beneficial Canadian Resident”
means
      a
      holder of Common Shares that is either (i) a Canadian Resident who holds such
      shares on its own behalf, or (ii) a Person who holds such shares on behalf
      of
      one or more Canadian Residents;

     

    “Support
      Agreement”
means
      the agreement so entitled among Parent, Canco and Purchaser dated as of the
      Effective Time;

     

    “Transfer
      Agent”
means
      the duly appointed transfer agent for the time being of the Exchangeable Shares,
      and, if there is more than one such transfer agent, then the principal Canadian
      transfer agent; 

     

    “Trustee”
means
      Valiant Trust Company; and

     

    “Voting
      and Exchange Trust Agreement”
means
      the agreement so entitled among Parent, Purchaser and the Trustee, dated as
      of
      the Effective Time.

     

    1.2  Sections
      and Headings. The
      division of this Plan of Arrangement into sections and the insertion of headings
      are for reference purposes only and shall not affect the interpretation of
      this
      Plan of Arrangement. Unless otherwise indicated, any reference in this Plan
      of
      Arrangement to a Section refers to the specified Section of this Plan of
      Arrangement.

     

    1.3  Number,
      Gender and Persons. In
      this
      Plan of Arrangement, unless the context otherwise requires, words importing
      the
      singular number include the plural and vice versa, words importing any gender
      include all genders and words importing persons include individuals, bodies
      corporate, partnerships, associations, trusts, unincorporated organizations,
      governmental bodies and other legal or business entities of any
      kind.

     

    1.4  Date
      for any Action. In
      the
      event that any date on or by which any action is required or permitted to be
      taken hereunder is not a Business Day, such action shall be required or
      permitted to be taken on or by the next succeeding day which is a Business
      Day.

     

    1.5  Currency.
      Unless
      otherwise expressly stated herein, all references to currency and payments
      in
      cash or money in this Plan of Arrangement are to Canadian dollars.

     

    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

    

     

    1.6  Statutory
      References. Any
      reference in this Plan of Arrangement to a statute includes such statute as
      amended, consolidated or re-enacted from time to time, all regulations made
      thereunder, all amendments to such regulations from time to time, and any
      statute or regulation which supersedes such statute or regulations.

     

    ARTICLE
      2

     

    ARRANGEMENT

     

    2.1  Binding
      Effect. This
      Plan
      of Arrangement will become effective at, and be binding at and after, the
      Effective Time on (i) Parent, Purchaser and Canco; (ii) the Company; and (iii)
      all holders and all beneficial owners of Common Shares. 

     

    The
      Articles of Arrangement and Certificate shall be held and issued, respectively,
      with respect to the Arrangement in its entirety. The Certificate shall be
      conclusive evidence that the Arrangement has become effective at the Effective
      Time and that each of the transactions set forth in Section 2.2 has become
      effective in the sequence and at the times set out therein.

     

    2.2  Arrangement.
      At
      the
      Effective Time, the following transactions shall occur and shall be deemed
      to
      occur in the following order (except that the issuance of Exchangeable Shares
      pursuant to Section 2.2(b) and the entering into of the Support Agreement and
      Voting and Exchange Trust Agreement pursuant to Section 2.2(e) shall occur
      and
      be deemed to occur simultaneously at the time of the issuance of Exchangeable
      Shares pursuant to Section 2.2(b)) without any further act or
      formality:

     

    (a)  the
      issued and outstanding Common Shares held by each holder of Common Shares other
      than: 

     

    (i)  the
      Exchangeable Elected Shares;

     

    (ii)  Common
      Shares held by a holder who has exercised its Dissent Rights and is ultimately
      entitled to be paid the fair value of its Common Shares (as determined in
      accordance with Section 3.1); and

     

    (iii)  Common
      Shares held by Parent or any Affiliate thereof, 

     

    shall
      be
      transferred by the holder thereof to Purchaser, without any further act or
      formality on the part of the holder of such Common Shares and free and clear
      of
      all liens, claims and encumbrances, in exchange for a number of fully paid
      and
      non-assessable Parent Shares equal to the product of the total number of Common
      Shares held by that holder multiplied by the Exchange Ratio.

     

    (b)  each
      Exchangeable Elected Share shall be transferred by the holder thereof to
      Purchaser, without any further act or formality on its part and free and clear
      of all liens, claims and encumbrances, in exchange for a number of Exchangeable
      Shares (and certain Ancillary Rights) equal to the product of the total number
      of Common Shares held by that holder multiplied by the Exchange Ratio, as set
      forth in the validly completed and delivered Letter of Transmittal and Election
      Form of the holder of such Exchangeable Elected Share; 

     

    (c)  the
      names
      of the holders of the Common Shares transferred to Purchaser in exchange for
      Parent Shares pursuant to Section 2.2(a) shall be removed from the applicable
      register of holders of Common Shares and added to the applicable register of
      holders of Parent Shares, and Purchaser shall be recorded as the registered
      holder of the Common Shares so exchanged and shall be deemed to be the legal
      and
      beneficial owner thereof;

     

    
      
        
        

      

      
        5.

        
          

        

      

      
        
        

      

    

     

    (d)  the
      names
      of the holders of the Exchangeable Elected Shares transferred to Purchaser
      in
      exchange for Exchangeable Shares pursuant to Section 2.2(b) shall be removed
      from the applicable register of holders of Common Shares and added to the
      applicable register of holders of Exchangeable Shares, and Purchaser shall
      be
      recorded as the registered holder of the Exchangeable Elected Shares so
      exchanged and shall be deemed to be the legal and beneficial owner
      thereof;

     

    (e)  coincident
      with the share exchanges set out in Section 2.2(b), Parent, Purchaser and Canco
      shall execute the Support Agreement and Parent, Purchaser and the Trustee shall
      execute the Voting and Exchange Trust Agreement and Parent shall issue to and
      deposit with the Trustee the Parent Special Voting Share, in consideration
      of
      the payment to Parent of $1.00, to be thereafter held of record by the Trustee
      as trustee for and on behalf of, and for the use and benefit of, the holders
      of
      the Exchangeable Shares in accordance with the Voting and Exchange Trust
      Agreement. All rights of holders of Exchangeable Shares under the Voting and
      Exchange Trust Agreement shall be received by them as part of the property
      receivable by them under Section 2.2(b) in exchange for the Exchangeable Elected
      Shares for which they were exchanged; and

     

    (f)  each
      Common Share in respect of which a duly completed Letter of Transmittal and
      Election Form has not been deposited with the Depositary on or prior to the
      Election Deadline will be transferred to, and acquired by, Purchaser, without
      any further act or formality on the part of the holder of such Common Shares
      and
      free and clear of all liens, claims and encumbrances, in exchange for Parent
      Shares in accordance with Section 2.2(a) and the holder thereof shall be deemed
      not to have elected to receive Exchangeable Shares of Purchaser.

     

    2.3  Elections.

     

    (a)  Each
      holder of Common Shares who, at or prior to the Election Deadline, is a
      Registered or Beneficial Canadian Resident that is not exempt from tax under
      Part I of the Canadian Tax Act will be entitled, with respect to all or a
      portion of such holder’s Common Shares, to make or deliver an election (in the
      form of a duly completed Letter of Transmittal and Election Form delivered
      to
      the Depositary at or prior to the Election Deadline) to receive Exchangeable
      Shares (and certain Ancillary Rights) in exchange for such holder’s Common
      Shares on the basis set forth herein and in the Letter of Transmittal and
      Election Form.

     

    (b)  Holders
      of Common Shares who are Canadian Residents, other than any such holders who
      are
      exempt from tax under Part I of the Canadian Tax Act, and who have elected
      to
      receive Exchangeable Shares (and the Ancillary Rights) shall be entitled to
      make
      an income tax election pursuant to subsection 85(1) of the Canadian Tax Act
      or,
      if the holder is a partnership, subsection 85(2) of the Canadian Tax Act (and
      in
      each case, where applicable, the analogous provisions of provincial income
      tax
      law) with respect to the transfer of their Common Shares to Purchaser by
      providing two signed copies of the necessary prescribed election forms to the
      Depositary within 90 days following the Effective Date, duly completed with
      the
      details of the number of Common Shares transferred and the applicable agreed
      amounts for the purposes of such elections (which cannot be less than the fair
      market value of the Ancillary Rights at the time of the transfer). Thereafter,
      subject to the election forms being correct and complete and complying with
      the
      provisions of the Canadian Tax Act (or any applicable provincial income tax
      law), the forms will be signed by Purchaser and returned to such holders within
      90 days after the receipt thereof by the Depositary for filing with CRA (or
      the
      applicable provincial taxing authority). Purchaser will not be responsible
      for
      the proper or accurate completion of any election form or to check or verify
      the
      content of any election form and, except for Purchaser’s obligation to return
      duly completed election forms which are received by the Depositary within 90
      days following the Effective Date, within 90 days after the receipt thereof
      by
      the Depositary, Purchaser will not be responsible for any taxes, interest,
      penalties or any other costs or damages resulting from the failure by a holder
      of Common Shares to properly or accurately complete or file the election forms
      in the form and manner and within the time prescribed by the Canadian Tax Act
      (or any applicable provincial income tax law). In its sole discretion, Purchaser
      may choose to sign and return an election form received more than 90 days
      following the Effective Date, but Purchaser will have no obligation to do
      so.

     

    
      
        
        

      

      
        6.

        
          

        

      

      
        
        

      

    

    2.4  Adjustments
      To Exchange Ratio. The
      Exchange Ratio shall be proportionately and appropriately adjusted to reflect
      fully the effect of (a) any stock split, reverse split, stock dividend
      (including any dividend or distribution of securities convertible into Parent
      Shares or Common Shares), reorganization, recapitalization or other like change
      with respect to Parent Shares or Common Shares, and (b) any extraordinary
      dividend or distribution with respect to Parent Shares (other than a dividend
      or
      distribution referenced in clause (a)); provided that the foregoing adjustments
      shall only be made if the record date for the stock split, reverse split, stock
      dividend, reorganization, recapitalization or other like change or extraordinary
      dividend or distribution referred to in clauses (a) and (b) above occurs after
      the date of the Arrangement Agreement and prior to the Effective
      Time.

     

    ARTICLE
      3

     

    RIGHTS
      OF DISSENT

     

    3.1  Rights
      of Dissent. Holders
      of Common Shares may exercise rights of dissent with respect to such Common
      Shares, pursuant to and in the manner set forth in Section 190 of the CBCA
      as
      modified by the Interim Order and this Section 3.1 in connection with the
      Arrangement (the “Dissent Rights”); provided that, notwithstanding subsection
      190(5) of the CBCA, the written objection to the Arrangement Resolution referred
      to in subsection 190(5) of the CBCA must be received by the Company not later
      than 2:00 p.m. (Calgary time) on the Business Day preceding the Company
      Shareholder Meeting. Holders of Common Shares who duly exercise such rights
      of
      dissent and who:

     

    (a)  are
      ultimately determined to be entitled to be paid fair value for their Common
      Shares shall be deemed to have transferred such Common Shares as of the
      Effective Time, without any further act or formality and free and clear of
      all
      liens, claims and encumbrances, to the Company, in consideration for a payment
      of cash from the Company equal to such fair value and such Common Shares shall
      be cancelled as of the Effective Time; or 

     

    (b)  are
      ultimately determined not to be entitled, for any reason, to be paid fair value
      for their Common Shares shall be deemed to have participated in the Arrangement,
      as of the Effective Time, on the same basis as a non-dissenting holder of Common
      Shares who did not make a valid election to receive Exchangeable Shares and
      shall receive Parent Shares on the basis determined in accordance with Section
      2.2,

     

    but
      in no
      case shall Parent, the Company, Purchaser, Canco or any other Person be required
      to recognize any holder of Common Shares who exercises rights of dissent as
      a
      holder of Common Shares after the Effective Time and the names of each such
      holder shall be deleted from the register of holders of Common Shares at the
      Effective Time.

     

    
      
        
        

      

      
        7.

        
          

        

      

      
        
        

      

    

    ARTICLE
      4

     

    CERTIFICATES
      AND FRACTIONAL SHARES

     

    4.1  Issuance
      of Certificates Representing Exchangeable Shares. At
      or
      promptly after the Effective Time, Purchaser shall deposit with the Depositary,
      for the benefit of the holders of Exchangeable Elected Shares who will receive
      Exchangeable Shares (and the Ancillary Rights) in connection with the
      Arrangement, certificates representing the number of Exchangeable Shares
      sufficient to satisfy all of the Exchangeable Share payment obligations to
      Company Shareholders in connection with the acquisition of Exchangeable Elected
      Shares pursuant to the Arrangement. Upon surrender to the Depositary for
      transfer to Purchaser of a certificate which immediately prior to or upon the
      Effective Time represented Common Shares in respect of which the holder is
      entitled to receive Exchangeable Shares under the Arrangement, together with
      (i)
      a duly completed Letter of Transmittal and Election Form (ii) such other
      documents and instruments as would have been required to effect the transfer
      of
      the Common Shares formerly represented by such certificate under the CBCA and
      the by-laws of the Company, and (iii) such additional documents and instruments
      as the Depositary may reasonably require, the holder of such surrendered
      certificate shall be entitled to receive in exchange therefor, and after the
      Effective Time the Depositary shall deliver to such holder, a certificate
      representing that number (rounded up or down to the nearest whole number in
      accordance with Section 4.4) of Exchangeable Shares which such holder has the
      right to receive (together with any unpaid dividends or distributions declared
      on the surrendered Common Shares prior to the Effective Time), and any
      certificate so surrendered shall forthwith be transferred to Purchaser. No
      interest shall be paid or accrued on unpaid dividends and distributions, if
      any,
      payable to holders of certificates that formerly represented Common Shares.
      In
      the event of a transfer of ownership of Common Shares that was not registered
      in
      the securities register of the Company, a certificate representing the proper
      number of Exchangeable Shares (together with any unpaid dividends or
      distributions payable pursuant to Section 4.3) may be issued to the
      transferee if the certificate representing such Common Shares is presented
      to
      the Depositary as provided above, accompanied by all documents required to
      evidence and effect such transfer and to evidence that any applicable stock
      transfer taxes have been paid. Until surrendered as contemplated by this Section
      4.1, each certificate which immediately prior to or upon the Effective Time
      represented one or more Common Shares that, under the Arrangement, were
      exchanged or were deemed to be exchanged for Exchangeable Shares pursuant to
      Section 2.2 shall be deemed at all times after the Effective Time, but subject
      to Section 4.3, to represent only the right to receive upon such surrender
      a
      certificate representing that number of Exchangeable Shares (together with
      any
      unpaid dividends or distributions payable pursuant to Section 4.3) which such
      holder has the right to receive.

     

    4.2  Issuance
      of Certificates Representing Parent Shares . At
      or
      promptly after the Effective Time, Purchaser shall deposit with the Depositary,
      for the benefit of the holders of Common Shares who will receive Parent Shares
      in connection with the Arrangement, certificates representing the number of
      Parent Shares sufficient to satisfy all of the Parent Share payment obligations
      to Company Shareholders in connection with the acquisition of Common Shares
      pursuant to the Arrangement. Upon surrender to the Depositary for transfer
      to
      Purchaser of a certificate which immediately prior to or upon the Effective
      Time
      represented Common Shares in respect of which the holder is entitled to receive
      Parent Shares under the Arrangement, together with (i) such other documents
      and
      instruments as would have been required to effect the transfer of the Common
      Shares formerly represented by such certificate under the CBCA and the by-laws
      of the Company, and (ii) such additional documents and instruments as the
      Depositary may reasonably require, the holder of such surrendered certificate
      shall be entitled to receive in exchange therefor, and after the Effective
      Time
      the Depositary shall deliver to such holder, a certificate representing that
      number (rounded up or down to the nearest whole number in accordance with
      Section 4.4) of Parent Shares which such holder has the right to receive
      (together with any unpaid dividends or distributions payable pursuant to Section
      4.3), and any certificate so surrendered shall forthwith be transferred to
      Purchaser. No interest shall be paid or accrued on unpaid dividends and
      distributions, if any, payable to holders of certificates that formerly
      represented Common Shares. In the event of a transfer of ownership of Common
      Shares that was not registered in the securities register of the Company, a
      certificate representing the proper number of Parent Shares (together with
      any
      unpaid dividends or distributions payable pursuant to Section 4.3) may be issued
      to the transferee if the certificate representing such Common Shares is
      presented to the Depositary as provided above, accompanied by all documents
      required to evidence and effect such transfer and to evidence that any
      applicable stock transfer taxes have been paid. Until surrendered as
      contemplated by this Section 4.2, each certificate which immediately prior
      to or
      upon the Effective Time represented one or more Common Shares that, under the
      Arrangement, were exchanged or were deemed to be exchanged for Parent Shares
      pursuant to Section 2.2 shall be deemed at all times after the Effective Time,
      but subject to Section 4.3, to represent only the right to receive upon such
      surrender a certificate representing that number of Parent Shares (together
      with
      any unpaid dividends or distributions payable pursuant to Section 4.3)
      which such holder has the right to receive.

     

    
      
        
        

      

      
        8.

        
          

        

      

      
        
        

      

    

    4.3  Distributions
      With Respect To Unsurrendered Certificates. No
      dividends or other distributions paid, declared or made with respect to
      Exchangeable Shares or Parent Shares, in each case with a record date after
      the
      Effective Time, shall be paid to the holder of any unsurrendered certificate
      which immediately prior to the Effective Time represented outstanding Common
      Shares that were exchanged for Exchangeable Shares or Parent Shares pursuant
      to
      Section 2.2 unless and until the holder of such certificate shall comply with
      the provisions of Sections 4.1 or 4.2. Subject to applicable law, at the time
      such holder shall have complied with the provisions of Section 4.1 or 4.2 (or,
      in the case of clause (ii) below, at the appropriate payment date), there shall
      be paid to the holder of the certificates formerly representing Common Shares,
      without interest, (i) the amount of dividends or other distributions with a
      record date after the Effective Time paid with respect to the Exchangeable
      Shares or Parent Shares, respectively, to which such holder is entitled pursuant
      hereto, and (ii) on the appropriate payment date, the amount of dividends
      or other distributions with a record date after the Effective Time but prior
      to
      the date of compliance by such holder with the provisions of Section 4.1 or
      4.2 and a payment date subsequent to the date of such compliance and payable
      with respect to such Exchangeable Shares or Parent Shares,
      respectively.

     

    4.4  Fractions.
      Notwithstanding
      anything herein contained, Purchaser and Parent shall not be required, upon
      exchange of the Common Shares for Exchangeable Shares or Parent Shares pursuant
      to the Arrangement, to issue fractions of Exchangeable Shares or Parent Shares
      or to distribute certificates which evidence fractional Exchangeable Shares
      or
      Parent Shares or make any cash payment as compensation for such fractions of
      an
      Exchangeable Share or Parent Share. Upon application of the Exchange Ratio,
      all
      fractional Exchangeable Shares or Parent Shares, respectively, that would
      otherwise be issuable and which are less than 0.50 shall be rounded down to
      the
      next whole number of Exchangeable Shares or Parent Shares, respectively, and
      all
      fractional Exchangeable Shares or Parent Shares that would otherwise be issuable
      and which are greater than or equal to 0.50 shall be rounded up to the next
      whole number of Exchangeable Shares or Parent Shares.

     

    4.5  Lost
      Certificates. In
      the
      event any certificate which immediately prior to the Effective Time represented
      one or more outstanding Common Shares that were exchanged pursuant to Section
      2.2 shall have been lost, stolen or destroyed, upon the making of an affidavit
      of that fact by the holder of Common Shares claiming such certificate to be
      lost, stolen or destroyed, the Depositary will issue in exchange for such lost,
      stolen or destroyed certificate, one or more certificates representing one
      or
      more Exchangeable Shares or Parent Shares pursuant to Sections 4.2 or 4.3 (and
      any dividends or distributions with respect thereto) in each case deliverable
      in
      accordance with Section 2.2. When authorizing such payment in exchange for
      any
      lost, stolen or destroyed certificate, the holder to whom certificates
      representing Exchangeable Shares or Parent Shares are to be issued shall, as
      a
      condition precedent to the issuance thereof, give a bond satisfactory to Parent
      or Purchaser, as applicable, and their respective transfer agents in such sum
      as
      they may direct or otherwise indemnify Parent or Purchaser, as applicable,
      in a
      manner satisfactory to the Parent against any claim that may be made against
      Parent or Purchaser, as applicable, with respect to the certificate alleged
      to
      have been lost, stolen or destroyed. If
      any
      provisions of this Section 4.7 are inconsistent with Section 9.3 of the
      Arrangement Agreement, Section 9.3 of the Arrangement Agreement shall
      govern.

     

    
      
        
        

      

      
        9.

        
          

        

      

      
        
        

      

    

    4.6  Extinguishment
      Of Rights. Any
      certificate which immediately prior to the Effective Time represented
      outstanding Common Shares that are not held by a Company Shareholder who has
      exercised its right to dissent in accordance with Article 3 hereof and who
      is
      ultimately entitled to be paid fair value of the Common Shares held by such
      Company Shareholder but was exchanged or was deemed to have been exchanged
      pursuant to Section 2.2, that has not been deposited with all other instruments
      required by Section 4.1 or Section 4.2, on or prior to the sixth anniversary
      of
      the Effective Date shall cease to represent a claim or interest of any kind
      or
      nature as a holder of Exchangeable Shares or Parent Shares. On such date, the
      Exchangeable Shares or Parent Shares (and any dividends or distributions with
      respect thereto) to which the former holder of the certificate referred to
      in
      the preceding sentence was ultimately entitled shall be deemed to have been
      surrendered for no consideration to Purchaser together with all entitlements
      to
      dividends, distributions, cash and interest in respect thereof held for such
      former holder. None of Parent, the Company, Purchaser, Canco or the Depositary
      shall be liable to any Person in respect of the Exchangeable Shares or Parent
      Shares (or dividends or distributions) delivered to a public official pursuant
      to and in compliance with any applicable abandoned property, escheat or similar
      law.

     

    4.7  Withholding
      Rights. Parent,
      Company, Purchaser, Canco and the Depositary shall be entitled to deduct and
      withhold from any dividend, price or consideration otherwise payable to any
      holder of Common Shares, Exchangeable Shares or Parent Shares such amounts
      as
      the Company, Purchaser, Canco, Parent or the Depositary is required to deduct
      and withhold with respect to such payment under the Canadian Tax Act, the Code
      or any provision of federal, provincial, territorial, state, local or foreign
      tax law, 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 the holder of the shares in respect of which such deduction and
      withholding was made, provided that such withheld amounts are actually remitted
      to the appropriate taxing authority. The Company, Purchaser, Canco, Parent
      and
      the Depositary are hereby authorized to sell or otherwise dispose of such
      portion of the consideration as is necessary to provide sufficient funds to
      the
      Company, Purchaser, Canco, Parent or the Depositary, as the case may be, to
      enable it to comply with such deduction or withholding requirement and the
      Corporation, Purchaser, Canco, Parent or the Depositary shall notify the holder
      thereof and remit any unapplied balance of the net proceeds of such sale. If
      any
      provisions of this Section 4.7 are inconsistent with Section 9.3 of the
      Arrangement Agreement, Section 9.3 of the Arrangement Agreement shall
      govern.
       

    

     

    ARTICLE
      5

     

    CERTAIN
      RIGHTS OF CANCO TO ACQUIRE EXCHANGEABLE SHARES

     

    5.1  Canco
      Liquidation Call Right. Canco
      shall have the overriding right (the “Liquidation Call Right”), in the event of
      and notwithstanding the proposed liquidation, dissolution or winding-up of
      Purchaser or any other distribution of the assets of Purchaser among its
      shareholders for the purpose of winding-up its affairs, pursuant to Article
      5 of
      the Exchangeable Share Provisions, to purchase from all but not less than all
      of
      the holders of Exchangeable Shares (other than any holder of Exchangeable Shares
      which is an Affiliate of Parent) on the Liquidation Date all but not less than
      all of the Exchangeable Shares held by each such holder upon payment by Canco
      to
      each such holder of the Exchangeable Share Price applicable on the last Business
      Day prior to the Liquidation Date (the “Liquidation Call Purchase Price”) in
      accordance with Section 5.1(c). In the event of the exercise of the Liquidation
      Call Right by Canco, each holder shall be obligated to sell all the Exchangeable
      Shares held by such holder to Canco on the Liquidation Date upon payment by
      Canco to such holder of the Liquidation Call Purchase Price for each such
      Exchangeable Share, whereupon Purchaser shall have no obligation to pay any
      Liquidation Amount to the holders of such shares so purchased by
      Canco.

     

    
      
        
        

      

      
        10.

        
          

        

      

      
        
        

      

    

    (a)  To
      exercise the Liquidation Call Right, Canco must notify Purchaser and the
      Transfer Agent of Canco’s intention to exercise such right at least 45 days
      before the Liquidation Date, in the case of a voluntary liquidation, dissolution
      or winding-up of Purchaser or any other voluntary distribution of the assets
      of
      Purchaser among its shareholders for the purpose of winding-up its affairs,
      and
      at least [five]
      Business
      Days before the Liquidation Date, in the case of an involuntary liquidation,
      dissolution or winding-up of Purchaser or any other involuntary distribution
      of
      the assets of Purchaser among its shareholders for the purpose of winding up
      its
      affairs. The Transfer Agent will notify the holders of Exchangeable Shares
      as to
      whether Canco has exercised the Liquidation Call Right forthwith after the
      expiry of the period during which the same may be exercised by Canco. If Canco
      exercises the Liquidation Call Right, then on the Liquidation Date, Canco will
      purchase and the holders of Exchangeable Shares will sell all of the
      Exchangeable Shares then outstanding for a price per share equal to the
      Liquidation Call Purchase Price.

     

    (b)  For
      the
      purposes of completing the purchase of the Exchangeable Shares pursuant to
      the
      Liquidation Call Right, Canco shall deposit or cause to be deposited with the
      Transfer Agent, on or before the Liquidation Date, the Exchangeable Share
      Consideration representing the total Liquidation Call Purchase Price. Provided
      that such Exchangeable Share Consideration has been so deposited with the
      Transfer Agent, on and after the Liquidation Date, the holders of the
      Exchangeable Shares shall cease to be holders of the Exchangeable Shares and
      shall not be entitled to exercise any of the rights of holders in respect
      thereof (including any rights under the Voting and Exchange Trust Agreement),
      other than the right to receive their proportionate part of the total
      Liquidation Call Purchase Price payable by Canco, without interest, upon
      presentation and surrender by the holder of certificates representing the
      Exchangeable Shares held by such holder and the holder shall on and after the
      Liquidation Date be considered and deemed for all purposes to be the holder
      of
      Parent Shares to which such holder is entitled. Upon surrender to the Transfer
      Agent of a certificate or certificates representing Exchangeable Shares,
      together with such other documents and instruments as may be required to effect
      a transfer of Exchangeable Shares under the CBCA and the by-laws of Purchaser
      and such additional documents and instruments as the Transfer Agent may
      reasonably require, the holder of such surrendered certificate or certificates
      shall be entitled to receive in exchange therefor, and the Transfer Agent on
      behalf of Canco shall deliver to such holder, the Exchangeable Share
      Consideration to which such holder is entitled. If Canco does not exercise
      the
      Liquidation Call Right in the manner described above, on the Liquidation Date
      the holders of the Exchangeable Shares will be entitled to receive in exchange
      therefor the Liquidation Amount otherwise payable by Purchaser in connection
      with the liquidation, dissolution or winding-up of Purchaser pursuant to Article
      5 of the Exchangeable Share Provisions.

     

    5.2  Canco
      Redemption Call Right. In
      addition to Canco’s rights contained in the Exchangeable Share Provisions,
      including the Retraction Call Right (as defined in the Exchangeable Share
      Provisions), Canco shall have the following rights in respect of the
      Exchangeable Shares:

     

    (a)  Canco
      shall have the overriding right (the “Redemption Call Right”), in the event of
      and notwithstanding the proposed redemption of the Exchangeable Shares by
      Purchaser pursuant to Article 7 of the Exchangeable Share Provisions, to
      purchase from all but not less than all of the holders of Exchangeable Shares
      (other than any holder of Exchangeable Shares which is an Affiliate of Parent)
      on the Redemption Date all but not less than all of the Exchangeable Shares
      held
      by each such holder upon payment by Canco to each such holder of the
      Exchangeable Share Price applicable on the last Business Day prior to the
      Redemption Date (the “Redemption Call Purchase Price”) in accordance with
      Section 5.2(c). In the event of the exercise of the Redemption Call Right
      by Canco, each holder of Exchangeable Shares shall be obligated to sell all
      the
      Exchangeable Shares held by such holder to Canco on the Redemption Date upon
      payment by Canco to such holder of the Redemption Call Purchase Price for each
      such Exchangeable Share, whereupon Purchaser shall have no obligation to redeem,
      or to pay the Redemption Price in respect of, such shares so purchased by
      Canco.

     

    
      
        
        

      

      
        11.

        
          

        

      

      
        
        

      

    

    (b)  To
      exercise the Redemption Call Right, Canco must notify the Transfer Agent of
      Canco’s intention to exercise such right at least 30 days before the Redemption
      Date, except in the case of a redemption occurring as a result of an Parent
      Control Transaction, a Exchangeable Share Voting Event or an Exempt Exchangeable
      Share Voting Event (each as defined in the Exchangeable Share Provisions),
      in
      which case Canco shall so notify the Transfer Agent and Purchaser on or before
      the Redemption Date. The Transfer Agent will notify the holders of the
      Exchangeable Shares as to whether Canco has exercised the Redemption Call Right
      forthwith after the expiry of the period during which the same may be exercised
      by Canco. If Canco exercises the Redemption Call Right, then, on the Redemption
      Date, Canco will purchase and the holders of Exchangeable Shares will sell
      all
      of the Exchangeable Shares then outstanding for a price per share equal to
      the
      Redemption Call Purchase Price.

     

    (c)  For
      the
      purposes of completing the purchase of the Exchangeable Shares pursuant to
      the
      exercise of the Redemption Call Right, Canco shall deposit or cause to be
      deposited with the Transfer Agent, on or before the Redemption Date, the
      Exchangeable Share Consideration representing the total Redemption Call Purchase
      Price. Provided that such Exchangeable Share Consideration has been so deposited
      with the Transfer Agent, on and after the Redemption Date the holders of the
      Exchangeable Shares shall cease to be holders of the Exchangeable Shares and
      shall not be entitled to exercise any of the rights of holders in respect
      thereof (including any rights under the Voting and Exchange Trust Agreement),
      other than the right to receive their proportionate part of the total Redemption
      Call Purchase Price payable by Canco, without interest, upon presentation and
      surrender by the holder of certificates representing the Exchangeable Shares
      held by such holder and the holder shall on and after the Redemption Date be
      considered and deemed for all purposes to be the holder of Parent Shares to
      which such holder is entitled. Upon surrender to the Transfer Agent of a
      certificate or certificates representing Exchangeable Shares, together with
      such
      other documents and instruments as may be required to effect a transfer of
      Exchangeable Shares under the CBCA and the by-laws of Purchaser and such
      additional documents and instruments as the Transfer Agent may reasonably
      require, the holder of such surrendered certificate or certificates shall be
      entitled to receive in exchange therefor, and the Transfer Agent on behalf
      of
      Canco shall deliver to such holder, the Exchangeable Share Consideration to
      which such holder is entitled. If Canco does not exercise the Redemption Call
      Right in the manner described above, on the Redemption Date the holders of
      the
      Exchangeable Shares will be entitled to receive in exchange therefor the
      Redemption Price otherwise payable by Purchaser in connection with the
      redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable
      Share Provisions.

     

    5.3  Change
      of Law Call Right. Parent
      shall have the overriding right (the “Change of Law Call Right”), in the event
      of a Change of Law, to purchase (or to cause Canco to purchase) from all but
      not
      less than all of the holders of Exchangeable Shares (other than any holder
      of
      Exchangeable Shares which is an Affiliate of Parent) all but not less than
      all
      of the Exchangeable Shares held by each such holder upon payment by Parent
      or
      Canco, as the case may be, of an amount per share (the “Change of Law Call
      Purchase Price”) equal to the Exchangeable Share Price applicable on the last
      Business Day prior to the Change of Law Call Date, in accordance with Section
      5.3(c). In the event of the exercise of the Change of Law Call Right by Parent
      or Canco, as the case may be, each holder of Exchangeable Shares shall be
      obligated to sell all the Exchangeable Shares held by such holder to Parent
      or
      Canco, as the case may be, on the Change of Law Call Date upon payment by Parent
      or Canco, as the case may be, to such holder of the Change of Law Call Purchase
      Price for each such Exchangeable Share.

     

    
      
        
        

      

      
        12.

        
          

        

      

      
        
        

      

    

    (a)  To
      exercise the Change of Law Call Right, Parent or Canco must notify the Transfer
      Agent of its intention to exercise such right at least 45 days before the date
      on which Parent or Canco intends to acquire the Exchangeable Shares (the “Change
      of Law Call Date”). If Parent or Canco exercises the Change of Law Call Right,
      then, on the Change of Law Call Date, Parent or Canco, as the case may be,
      will
      purchase and the holders of Exchangeable Shares will sell all of the
      Exchangeable Shares then outstanding for a price per share equal to the Change
      of Law Call Purchase Price.

     

    (b)  For
      the
      purposes of completing the purchase of the Exchangeable Shares pursuant to
      the
      exercise of the Change of Law Call Right, Parent or Canco, as the case may
      be,
      shall deposit or cause to be deposited with the Transfer Agent, on or before
      the
      Change of Law Call Date, the Exchangeable Share Consideration representing
      the
      Change of Law Call Purchase Price. Provided that such Exchangeable Share
      Consideration has been so deposited with the Transfer Agent, on and after the
      Change of Law Call Date the holders of the Exchangeable Shares shall cease
      to be
      holders of the Exchangeable Shares and shall not be entitled to exercise any
      of
      the rights of holders in respect thereof (including any rights under the Voting
      and Exchange Trust Agreement), other than the right to receive their
      proportionate part of the total Change of Law Purchase Price payable by Parent
      or Canco, as the case may be, without interest, upon presentation and surrender
      by the holder of certificates representing the Exchangeable Shares held by
      such
      holder and the holder shall on and after the Change of Law Call Date be
      considered and deemed for all purposes to be the holder of Parent Shares to
      which such holder is entitled. Upon surrender to the Transfer Agent of a
      certificate or certificates representing Exchangeable Shares, together with
      such
      other documents and instruments as may be required to effect a transfer of
      Exchangeable Shares under the CBCA and the by-laws of Purchaser and such
      additional documents and instruments as the Transfer Agent may reasonably
      require, the holder of such surrendered certificate or certificates shall be
      entitled to receive in exchange therefor, and the Transfer Agent on behalf
      of
      Parent or Canco, as the case may be, shall deliver to such holder, the
      Exchangeable Share Consideration to which such holder is entitled.

     

    ARTICLE
      6  

     

    


     

    AMENDMENT

     

    6.1  Plan
      of Arrangement Amendment. The
      Company and Parent reserve the right to amend, modify and/or supplement this
      Plan of Arrangement from time to time at any time prior to the Effective Time
      provided that any such amendment, modification or supplement must be contained
      in a written document that is (a) agreed to by Parent, (b) filed with the Court
      and, if made following the Company Shareholder Meeting, approved by the Court,
      and (c) communicated to Company Shareholders in the manner required by the
      Court
      (if so required).

     

    Any
      amendment, modification or supplement to this Plan of Arrangement may be
      proposed by the Company at any time prior to or at the Company Shareholder
      Meeting (provided that Parent shall have consented thereto) with or without
      any
      other prior notice or communication, and if so proposed and accepted by the
      Persons voting at the Company Shareholder Meeting (other than as may be required
      under the Interim Order), shall become part of this Plan of Arrangement for
      all
      purposes.

     

    Any
      amendment, modification or supplement to this Plan of Arrangement which is
      approved or directed by the Court following the Company Shareholder Meeting
      shall be effective only if it is consented to by each of the Company and Parent,
      and if required by the Court or applicable law, it is consented to by the
      Company Shareholders voting in the manner directed by the Court.

     

    Subject
      to applicable law, any amendment, modification or supplement to this Plan of
      Arrangement may be made following the Effective Time unilaterally by Parent;
      provided that it concerns a matter which, in the reasonable opinion of Parent,
      is of an administrative nature required to better give effect to the
      implementation of this Plan of Arrangement and is not adverse to the financial
      or economic interests of any Company Shareholders.

     

    
      
        
        

      

      
        13.

        
          

        

      

      
        
        

      

    

    ARTICLE
      7

     

    FURTHER
      ASSURANCES

     

    Notwithstanding
      that the transactions and events set out herein will occur and be deemed to
      occur at the times and in the order set out in this Plan of Arrangement, within
      the meaning of Section 192 of the CBCA and, in particular, that the share
      exchanges, within the meaning of Subsection 192(1)(f) of the CBCA, will become
      effective in accordance with Section 192(8) of the CBCA, without any further
      act
      or formality, each of the parties to the Arrangement Agreement will make, do
      and
      execute, or cause to be made, done and executed, all such further acts, deeds,
      agreements, transfers, assurances, instruments or documents as may reasonably
      be
      required by any of them in order further to document or evidence any of the
      transactions or events set out herein.

     

     

    
      
        
        

      

      
        14.

        
          

        

      

      
        
        

      

    

     

    

      
         

        APPENDIX
          I

        6732097
          CANADA INC.

         

        (hereinafter
          referred to as the "Purchaser")

         

        PROVISIONS
          ATTACHING TO

        THE
          EXCHANGEABLE SHARES

         

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

         

        ARTICLE 1

        INTERPRETATION

         

        
          	
                  1.1

                	
                  For
                    the purposes of these share
                    provisions:

                


        

         

        "Affiliate"
          has the
          meaning ascribed thereto in the Securities Act, unless otherwise expressly
          stated herein;

         

        "Arrangement
          Agreement"
          means
          the Arrangement Agreement by and between Parent, 180 Connect, Inc. and
          the
          Purchaser dated as of March 13, 2007, as amended and restated from time
          to time,
          providing for, among other things, the Arrangement resulting in the first
          issuance of Exchangeable Shares;

         

        "Board
          of Directors"
          means
          the board of directors of the Purchaser;

         

        "Business
          Day"
          means a
          day of the year in which banks are not required or authorized to be closed
          in
          the City of Calgary, Alberta, or the City of New York, New York;

         

        "Canadian
          Tax Act"
          means
          the Income
          Tax Act
          (Canada)
          and the regulations thereunder, as amended from time to time;

         

        "Canco"
          means
          1305699 Alberta ULC, an unlimited liability corporation existing under
          the laws
          of Alberta and direct wholly-owned subsidiary of Parent or any other direct
          or
          indirect wholly-owned subsidiary designated by Parent from time to time
          in
          replacement thereof;

         

        "Canco
          Call Notice"
          has the
          meaning ascribed thereto in Section 6.3
          of these
          share provisions;

         

        "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 spot exchange
                    rate on such
                    date for such foreign currency expressed in Canadian dollars
                    as may be
                    deemed by the Board of Directors to be appropriate for such
                    purpose;

                


        

         

        "CBCA"
          means
          the Canada
          Business Corporations Act,
          as
          amended from time to time prior to the Effective Time;

         

        "Change
          of Law"
          means
          any amendment to the Canadian Tax Act and other applicable provincial income tax
          laws that permits holders of Exchangeable Shares who are resident in Canada,
          hold the Exchangeable Shares as capital property and deal at arm's length
          with
          Parent and the Purchaser (all for the purposes of the Canadian Tax Act
          and other
          applicable provincial income tax laws) to exchange their Exchangeable Shares
          for
          Parent Shares on a basis that will not require such holders to recognize
          any
          gain or loss or any actual or deemed dividend in respect of such exchange
          for
          the purposes of the Canadian Tax Act or applicable provincial income tax
          laws;

         

        "Change
          of Law Call Date"
          has the
          meaning provided in Section 10.2 of these share provisions;

         

        "Change
          of Law Call Purchase Price"
          has
          the meaning provided in Section 10.1 of these share provisions;

         

        "Change
          of Law Call Right"
          has the
          meaning provided in Section 10.1 of these share provisions;

         

        "Common
          Shares"
          means
          the common shares in the capital of the Purchaser;

         

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

         

        "Effective
          Time"
          has the
          meaning given to that term in the Plan of Arrangement;

         

        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

        "Exchangeable
          Shares"
          mean
          the non-voting exchangeable shares in the capital of the Purchaser, having
          the
          rights, privileges, restrictions and conditions set forth herein;

         

        "Exchangeable
          Share Consideration"
          means,
          with respect to each Exchangeable Share, for any acquisition of, redemption
          of
          or distribution of assets of the Purchaser in respect of, or purchase pursuant
          to, these share provisions, the Exchangeable Share Support Agreement, the
          Voting
          and Exchange Trust Agreement or the Plan of Arrangement:

         

        
          	 	
                  (a)

                	
                  the
                    Current Market Price of one Parent Share deliverable in connection
                    with
                    such action; plus 

                


        

         

        
          	 	
                  (b)

                	
                  a
                    cheque or cheques payable at par at any branch of the bankers
                    of the payor
                    in the amount of all declared, payable and unpaid, and all undeclared
                    but
                    payable, cash dividends deliverable in connection with such action;
                    plus
                    

                


        

         

        
          	 	
                  (c)

                	
                  such
                    stock or other property constituting any declared and unpaid
                    non-cash
                    dividends deliverable in connection with such
                    action,

                


        

         

        provided
          that (i) the part of the consideration which represents (a) above
          shall be fully paid and satisfied by the delivery of one Parent Share,
          such
          share to be duly issued, fully paid and non-assessable, (ii) the part of
          the consideration which represents (c) above shall be fully paid and
          satisfied by delivery of such non-cash items, (iii) any such consideration
          shall be delivered free and clear of any lien, claim, encumbrance, security
          interest or adverse claim or interest and (iv) any such consideration shall
          be paid less any tax required to be deducted and withheld therefrom and
          without
          interest;

         

        "Exchangeable
          Share Price"
          means,
          for each Exchangeable Share, an amount equal to the aggregate of:

         

        
          	 	
                  (a)

                	
                  the
                    Current Market Price of one Parent Share;
                    plus

                


        

         

        
          	 	
                  (b)

                	
                  an
                    additional amount equal to the full amount of all cash dividends
                    declared,
                    payable and unpaid, on such Exchangeable Share; plus
                    

                


        

         

        
          	 	
                  (c)

                	
                  an
                    additional amount representing the full amount of all non-cash
                    dividends
                    declared, payable and unpaid, on such Exchangeable Share;
                    plus

                


        

         

        
          	 	
                  (d)

                	
                  an
                    additional amount equal to the full amount of all dividends declared
                    and
                    payable or paid on Parent Shares which have not been declared
                    or paid on
                    Exchangeable Shares in accordance
                    herewith;

                


        

         

        "Exchangeable
          Share Support Agreement"
          means
          the agreement made between Parent, Canco and the Purchaser substantially
          in the
          form and content of Schedule K
          annexed
          to the Arrangement Agreement, with such changes thereto as the parties
          to the
          Arrangement Agreement, acting reasonably, may agree;

         

        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        

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

         

        "Governmental
          Authority"
          means
          any (a) multinational, federal, provincial, territorial, state, regional,
          municipal, local or other government, governmental or public department,
          central
          bank, court, tribunal, arbitral body, commission, board, bureau or agency,
          domestic or foreign, (b) subdivision, agent, including any tribunal,
          commission, regulatory agency or self regulatory organization or authority
          of
          any of the foregoing, or (c) quasi-governmental or private body exercising
          any regulatory, expropriation or taxing authority under or for the account
          of
          any of the foregoing;

         

        "Holder"
          means,
          when used with reference to the Exchangeable Shares, the holders of Exchangeable
          Shares shown from time to time in the register maintained by or on behalf
          of the
          Purchaser in respect of the Exchangeable Shares;

         

        "Liquidation
          Amount"
          has the
          meaning ascribed thereto in Section 5.1 of these share
          provisions;

         

        "Liquidation
          Call Right"
          has the
          meaning ascribed thereto in Section 8.1 of these share provisions;

         

        "Liquidation
          Date"
          has the
          meaning ascribed thereto in Section 5.1 of these share
          provisions;

         

        "Parent"
          means
          Ad.Venture Partners, Inc., a corporation incorporated under the laws of
          Delaware;

         

        "Parent
          Control Transaction"
          means
          any merger, amalgamation, tender offer, material sale of shares or rights
          or
          interests therein or thereto or similar transactions involving Parent,
          or any
          proposal to carry out the same;

         

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

         

        "Parent
          Shares"
          means
          the shares in the common stock of Parent and any other securities into
          which
          such shares may be changed, exchanged or converted;

         

        "Person"
          includes any individual, corporation (including any non-profit corporation),
          general partnership, limited partnership, firm, joint venture, estate,
          trust
          company (including any limited liability company, unlimited liability company,
          joint stock company, firm, enterprise, association) or organization or
          other
          entity including a Governmental Authority, syndicate or other entity, whether
          or
          not having legal status;

         

        
          
            
            

          

          
            -4-

            
              

            

          

          
            
            

          

        

        "Plan
          of Arrangement"
          means
          the Arrangement contemplated by the Arrangement Agreement;

         

        "Purchase
          Price"
          has the
          meaning ascribed thereto in Section 6.3
          of these
          share provisions;

         

        "Purchaser"
          means
          6732097Canada Inc., a corporation existing under the CBCA;

         

        "Redemption
          Call Purchase Price"
          has the
          meaning ascribed thereto in Section 9.1(a) of these share
          provisions;

         

        "Redemption
          Call Right"
          has the
          meaning ascribed thereto in Section 9.1(a) of these share
          provisions;

         

        "Redemption
          Date"
          means
          the second anniversary of the Effective Time, or, in the event that any
          of the
          circumstances in items (a), (b) or (c) arise, such earlier date established
          by
          the Board of Directors for the redemption by the Purchaser of all but not
          less
          than all of the outstanding Exchangeable Shares pursuant to Article 7
          of these
          share provisions:

         

        
          	 	
                  (a)

                	
                  the
                    number of Exchangeable Shares outstanding (other than Exchangeable
                    Shares
                    held by Parent and its Affiliates) is less than twenty percent
                    of the
                    number Exchangeable Shares outstanding as of the Effective
                    Time;

                


        

         

        
          	 	
                  (b)

                	
                  a
                    Parent Control Transaction occurs, in which case, provided that
                    the Board
                    of Directors determines, in good faith and in its sole discretion,
                    that it
                    is not reasonably practicable to enable Holders to participate
                    in such
                    transaction to the same extent as, and on a basis that is equivalent
                    (economically and otherwise) to the basis on which, the holders
                    of Parent
                    Shares participate, without discrimination, then the Board of
                    Directors
                    shall accelerate such redemption date to such date prior to the
                    second
                    anniversary of the Effective Time as it may determine, upon such
                    number of
                    days' prior written notice to the registered holders of the Exchangeable
                    Shares and the Trustee as the Board of Directors may determine
                    to be
                    reasonably practicable in such circumstances to enable Holders
                    to
                    participate in the Parent Control Transaction as holders of Parent
                    Shares;
                    or

                


        

         

        
          	 	
                  (c)

                	
                  an
                    Exchangeable Share Voting Event is proposed and the holders of
                    the
                    Exchangeable Shares fail to take the necessary action at a meeting
                    or
                    other vote of holders of Exchangeable Shares, to approve or disapprove,
                    as
                    applicable, the Exchangeable Share Voting Event, in which case
                    the
                    redemption date shall be the Business Day following the day on
                    which the
                    holders of the Exchangeable Shares failed to take such action,
                    

                


        

         

        provided,
          however, that the accidental failure or omission to give any notice of
          redemption under clauses (a) or (b) above to any of such holders of Exchangeable
          Shares shall not affect the validity of any such redemption;

         

        
          
            
            

          

          
            -5-

            
              

            

          

          
            
            

          

        

        "Redemption
          Price"
          has the
          meaning ascribed thereto in Section 7.1
          of these
          share provisions;

         

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

         

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

         

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

         

        "Retraction
          Price"
          has the
          meaning ascribed thereto in Section 6.1
          of these
          share provisions;

         

        "Retraction
          Request"
          has the
          meaning ascribed thereto in Section 6.1
          of these
          share provisions;

         

        "Securities
          Act"
          means
          the Securities
          Act
          (Alberta) and the rules, regulations and policies made thereunder, as now
          in
          effect and as they may be amended from time to time prior to the Effective
          Time;

         

        "Transfer
          Agent"
          means
          Valiant Trust Company or such other Person as may from time to time be
          appointed
          by the Purchaser as the registrar and transfer agent for the Exchangeable
          Shares;

         

        "Trustee"
          means
          Valiant Trust Company or
          such
          other trustee as is chosen by Parent and the Purchaser, acting reasonably,
          to
          act as trustee under the Voting and Exchange Trust Agreement, being a
          corporation organized and existing under the laws of Alberta, and any successor
          trustee appointed under the Voting and Exchange Trust Agreement;
          and

         

        "Voting
          and Exchange Trust Agreement"
          means
          the agreement made among Parent, the Purchaser and the Trustee substantially
          in
          the form and content of Schedule L annexed to the Arrangement Agreement
          with such changes thereto as the parties to the Arrangement Agreement,
          acting
          reasonably, may agree.

         

        ARTICLE 2

        RANKING
          OF EXCHANGEABLE SHARES

         

        
          	
                  2.1

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

                


        

         

        
          
            
            

          

          
            -6-

            
              

            

          

          
            
            

          

        

        ARTICLE 3

        DIVIDENDS

         

        
          	
                  3.1

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

                


        

         

        
          	 	
                  (a)

                	
                  in
                    the case of a cash dividend declared on the Parent Shares, in
                    an amount in
                    cash for each Exchangeable Share in U.S. dollars on the Parent
                    Dividend
                    Declaration Date, in each case, corresponding to the cash dividend
                    declared on each Parent Share;

                


        

         

        
          	 	
                  (b)

                	
                  in
                    the case of a stock dividend declared on the Parent Shares, to
                    be paid in
                    Parent Shares, by the issue or transfer by the Purchaser of such
                    number of
                    Exchangeable Shares for each Exchangeable Share as is equal to
                    the number
                    of Parent Shares to be paid on each Parent Share; and
                    

                


        

         

        
          	 	
                  (c)

                	
                  in
                    the case of a dividend declared on the Parent Shares in property
                    other
                    than cash or Parent Shares, in such type and amount of property
                    for each
                    Exchangeable Share as is the same as or economically equivalent
                    to (to be
                    determined by the Board of Directors as contemplated by Section 3.5)
                    the type and amount of property declared as a dividend on each
                    Parent
                    Share.

                


        

         

        Such
          dividends shall be paid out of money, assets or property of the Purchaser
          properly applicable to the payment of dividends, or out of authorized but
          unissued shares of the Purchaser, as applicable.

         

        
          	
                  3.2

                	
                  Cheques
                    of the Purchaser payable at par at any branch of the bankers
                    of the
                    Purchaser shall be issued in respect of any cash dividends contemplated
                    by
                    Section 3.1(a)
                    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. Subject to applicable law, certificates
                    registered in the name of the registered holder of Exchangeable
                    Shares
                    shall be issued or transferred in respect of any stock dividends
                    contemplated by Section 3.1(b)
                    and the sending of such a certificate to each holder of an Exchangeable
                    Share shall satisfy the stock dividend represented thereby. Such
                    other
                    type and amount of property in respect of any dividends contemplated
                    by
                    Section 3.1(c)
                    shall be issued, distributed or transferred by the Purchaser
                    in such
                    manner as it shall determine and the issuance, distribution or
                    transfer
                    thereof by the Purchaser 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 Purchaser any dividend that is represented by a cheque
                    that
                    has not been duly presented to the Purchaser's bankers for payment
                    or that
                    otherwise remains unclaimed for a period of six years from the
                    date on
                    which such dividend was first
                    payable.

                


        

         

        
          	
                  3.3

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

                


        

         

        
          
            
            

          

          
            -7-

            
              

            

          

          
            
            

          

        

        
          	
                  3.4

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

                


        

         

        
          	
                  3.5

                	
                  The
                    Board of Directors shall determine, in good faith and in its
                    sole
                    discretion, economic equivalence for the purposes of
                    Section 3.1
                    and Article 14, and each such determination shall be conclusive
                    and
                    binding on the Purchaser and its shareholders. In making each
                    such
                    determination, the following factors shall, without excluding
                    other
                    factors determined by the Board of Directors to be relevant,
                    be considered
                    by the Board of Directors:

                


        

         

        
          	 	
                  (a)

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


                


        

         

        
          	 	
                  (b)

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

                


        

         

        
          	 	
                  (c)

                	
                  in
                    the case of the issuance or distribution of any other form of
                    property
                    (including any shares or securities of Parent of any class other
                    than
                    Parent Shares, any rights, options or warrants other than those
                    referred
                    to in Section 3.5(b)
                    above, any evidences of indebtedness of Parent or any assets
                    of Parent)
                    the relationship between the fair market value (as determined
                    by the Board
                    of Directors in the manner above contemplated) of such property
                    to be
                    issued or distributed with respect to each outstanding Parent
                    Share and
                    the Current Market Price; and 

                


        

         

        
          	 	
                  (d)

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

                


        

         

        
          
            
            

          

          
            -8-

            
              

            

          

          
            
            

          

        

        
          	
                  3.6

                	
                  Except
                    as provided in this Article 3,
                    the holders of Exchangeable Shares shall not be entitled to receive
                    dividends in respect thereof.

                


        

         

        ARTICLE 4

        CERTAIN
          RESTRICTIONS

         

        
          	
                  4.1

                	
                  So
                    long as any of the Exchangeable Shares are outstanding, the Purchaser
                    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 13.2 of these share
                    provisions:

                


        

         

        
          	 	
                  (a)

                	
                  pay
                    any dividends on the Common Shares or any other shares ranking
                    junior to
                    the Exchangeable Shares with respect to the payment of dividends,
                    other
                    than stock dividends payable in Common Shares or any such other
                    shares
                    ranking junior to the Exchangeable Shares, as the case may
                    be;

                


        

         

        
          	 	
                  (b)

                	
                  redeem
                    or purchase or make any capital distribution in respect of Common
                    Shares
                    or any other shares ranking junior to the Exchangeable Shares
                    with respect
                    to the payment of dividends or on any liquidation, dissolution
                    or
                    winding-up of the Purchaser or any other distribution of the
                    assets of the
                    Purchaser;

                


        

         

        
          	 	
                  (c)

                	
                  redeem
                    or purchase or make any capital distribution in respect of any
                    other
                    shares of the Purchaser ranking equally with the Exchangeable
                    Shares with
                    respect to the payment of dividends or on any liquidation, dissolution
                    or
                    winding-up of the Purchaser or any other distribution of the
                    assets of the
                    Purchaser; or

                


        

         

        
          	 	
                  (d)

                	
                  issue
                    any Exchangeable Shares or any other shares of the Purchaser
                    ranking
                    equally with, or superior to, the Exchangeable Shares other than
                    by way of
                    stock dividends to the holders of such Exchangeable
                    Shares;

                


        

         

        provided
          that the restrictions in Sections 4.1(a),
          (b),
          (c)
          and (d)
          shall
          not apply if all dividends on the outstanding Exchangeable Shares corresponding
          to dividends declared and paid to date on the Parent Shares shall have
          been
          declared and paid on the Exchangeable Shares.

         

        ARTICLE 5

        DISTRIBUTION
          ON LIQUIDATION

         

        
          	
                  5.1

                	
                  In
                    the event of the liquidation, dissolution or winding-up of the
                    Purchaser
                    or any other distribution of the assets of the Purchaser among
                    its
                    shareholders for the purpose of winding up its affairs, a holder
                    of
                    Exchangeable Shares shall be entitled, subject to applicable
                    law and to
                    the exercise by Canco of the Liquidation Call Right, to receive
                    from the
                    assets of the Purchaser in respect of each Exchangeable Share
                    held by such
                    holder on the effective date (the "Liquidation Date") of such
                    liquidation,
                    dissolution, winding-up or distribution of assets, before any
                    distribution
                    of any part of the assets of the Purchaser among the holders
                    of the Common
                    Shares or any other shares ranking junior to the Exchangeable
                    Shares, an
                    amount per share equal to the Exchangeable Share Price applicable
                    on the
                    last Business Day prior to the Liquidation Date (the "Liquidation
                    Amount").

                


        

         

        
          
            
            

          

          
            -9-

            
              

            

          

          
            
            

          

        

        
          	
                  5.2

                	
                  On
                    or promptly after the Liquidation Date, and subject to the exercise
                    by
                    Canco of the Liquidation Call Right, the Purchaser shall cause
                    to be
                    delivered to the holders of the Exchangeable Shares the Liquidation
                    Amount
                    for each such Exchangeable Share upon presentation and surrender
                    of the
                    certificates representing such Exchangeable Shares, together
                    with such
                    other documents and instruments as may be required to effect
                    a transfer of
                    Exchangeable Shares under the CBCA and the articles and by-laws
                    of the
                    Purchaser and such additional documents and instruments as the
                    Transfer
                    Agent and the Purchaser may reasonably require, at the registered
                    office
                    of the Purchaser or at any office of the Transfer Agent as may
                    be
                    specified by the Purchaser by notice to the holders of the Exchangeable
                    Shares. Payment of the total Liquidation Amount for such Exchangeable
                    Shares shall be made by delivery to each Holder, at the address
                    of the
                    Holder recorded in the register of the Purchaser for the Exchangeable
                    Shares or by holding for pick-up by the Holder at the registered
                    office of
                    the Purchaser or at any office of the Transfer Agent as may be
                    specified
                    by the Purchaser by notice to the holders of Exchangeable Shares,
                    on
                    behalf of the Purchaser of the Exchangeable Share Consideration
                    representing the total Liquidation Amount. 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 (including any rights under
                    the
                    Voting and Exchange Trust Agreement), other than the right to
                    receive
                    their proportionate part of the total Liquidation Amount, unless
                    payment
                    of 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 the
                    holders
                    shall remain unaffected until the total Liquidation Amount to
                    which such
                    holders are entitled shall have been paid to such holders in
                    the manner
                    hereinbefore provided. The Purchaser shall have the right at
                    any time on
                    or before the Liquidation Date to deposit or cause to be deposited
                    the
                    Exchangeable Share Consideration 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 with
                    any
                    chartered bank or trust company in Canada. Upon such deposit
                    being made,
                    the rights of the holders of Exchangeable Shares, after such
                    deposit,
                    shall be limited to receiving their proportionate part of the
                    total
                    Liquidation Amount for such Exchangeable Shares so deposited,
                    against
                    presentation and surrender of the said certificates held by them,
                    respectively, in accordance with the foregoing provisions. Upon
                    such
                    payment or deposit of 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 Shares delivered to
                    them or the
                    custodian on their behalf.

                


        

         

        
          	
                  5.3

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

                


        

         

        
          
            
            

          

          
            -10-

            
              

            

          

          
            
            

          

        

        ARTICLE 6

        RETRACTION
          OF EXCHANGEABLE SHARES BY HOLDER

         

        
          	
                  6.1

                	
                  A
                    holder of Exchangeable Shares shall be entitled at any time,
                    subject to
                    the exercise by Canco of the Retraction Call Right and otherwise
                    upon
                    compliance with the provisions of this Article 6,
                    to require the Purchaser to redeem any or all of the Exchangeable
                    Shares
                    registered in the name of such holder for an amount per share
                    equal to the
                    Exchangeable Share Price applicable on the last Business Day
                    prior to the
                    Retraction Date (the "Retraction Price"), which shall be satisfied
                    in full
                    by the Purchaser causing to be delivered to such holder the Exchangeable
                    Share Consideration representing the Retraction Price. To effect
                    such
                    redemption, the Holder shall present and surrender at the registered
                    office of the Purchaser or at any office of the Transfer Agent
                    as may be
                    specified by the Purchaser by notice to the holders of Exchangeable
                    Shares, the certificate or certificates representing the Exchangeable
                    Shares which the Holder desires to have the Purchaser redeem,
                    together
                    with such other documents and instruments as may be required
                    to effect a
                    transfer of Exchangeable Shares under the CBCA and the articles
                    and bylaws
                    of the Purchaser and such additional documents and instruments
                    as the
                    Transfer Agent and the Purchaser may reasonably require, and
                    together with
                    a duly executed statement (the "Retraction Request") in the form
                    of
                    Schedule A hereto or in such other form as may be acceptable to the
                    Purchaser:

                


        

         

        
          	 	
                  (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
                    Purchaser;

                


        

         

        
          	 	
                  (b)

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

                


        

         

        
          	 	
                  (c)

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

                


        

         

        
          	
                  6.2

                	
                  Subject
                    to the exercise by Canco of the Retraction Call Right, upon receipt
                    by the
                    Purchaser or the Transfer Agent in the manner specified in
                    Section 6.1
                    of
                    a certificate or certificates representing the number of Retracted
                    Shares,
                    together with a Retraction Request and such additional documents
                    and
                    instruments as the Transfer Agent and the Purchaser may reasonably
                    require, and provided that the Retraction Request is not revoked
                    by the
                    Holder in the manner specified in Section 6.7,
                    the Purchaser 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 total Retraction Price with respect to such shares
                    in
                    accordance with Section 6.4.
                    If only a part of the Exchangeable Shares represented by any
                    certificate
                    is redeemed (or purchased by Canco pursuant to the Retraction
                    Call Right),
                    a new certificate for the balance of such Exchangeable Shares
                    shall be
                    issued to the holder at the expense of the
                    Purchaser.

                


        

         

        
          
            
            

          

          
            -11-

            
              

            

          

          
            
            

          

        

        
          	
                  6.3

                	
                  Upon
                    receipt by the Purchaser of a Retraction Request, the Purchaser
                    shall
                    immediately notify Canco thereof and shall provide to Canco a
                    copy of the
                    Retraction Request. In order to exercise the Retraction Call
                    Right, Canco
                    must notify the Purchaser of its determination to do so (the
                    "Canco Call
                    Notice") within three Business Days of receipt by the Purchaser
                    of the
                    Retraction Request. If Canco does not so notify the Purchaser
                    within such
                    three Business Day period, the Purchaser will notify the Holder
                    as soon as
                    possible thereafter that Canco will not exercise the Retraction
                    Call
                    Right. If Canco delivers the Canco Call Notice within such three
                    Business
                    Day period, and provided that the Retraction Request is not revoked
                    by the
                    Holder in the manner specified in Section 6.7,
                    the Retraction Request shall thereupon be considered only to
                    be an offer
                    by the Holder to sell all but not less than all the Retracted
                    Shares to
                    Canco in accordance with the Retraction Call Right. In such event,
                    the
                    Purchaser shall not redeem the Retracted Shares and Canco shall
                    purchase
                    from such holder and such holder shall sell to Canco on the Retraction
                    Date all but not less than all the Retracted Shares for a purchase
                    price
                    (the "Purchase Price") per share equal to the Retraction Price,
                    which, as
                    set forth in Section 6.4,
                    shall be fully paid and satisfied by the delivery by or on behalf
                    of
                    Canco, of the Exchangeable Share Consideration representing the
                    total
                    Purchase Price. For the purposes of completing a purchase pursuant
                    to the
                    Retraction Call Right, Canco shall deposit with the Transfer
                    Agent, on or
                    before the Retraction Date, the Exchangeable Share Consideration
                    representing the total Purchase Price. Provided that Canco has
                    complied
                    with Section 6.4,
                    the closing of the purchase and sale of the Retracted Shares
                    pursuant to
                    the Retraction Call Right shall be deemed to have occurred as
                    at the close
                    of business on the Retraction Date and, for greater certainty,
                    no
                    redemption by the Purchaser of such Retracted Shares shall take
                    place on
                    the Retraction Date. In the event that Canco does not deliver
                    a Canco Call
                    Notice within such three Business Day period, and provided that
                    the
                    Retraction Request is not revoked by the holder in the manner
                    specified in
                    Section 6.7,
                    the Purchaser shall redeem the Retracted Shares on the Retraction
                    Date and
                    in the manner otherwise contemplated in this Article 6.

                


        

         

        
          	
                  6.4

                	
                  The
                    Purchaser or Canco, as the case may be, shall deliver or cause
                    the
                    Transfer Agent to deliver to the relevant Holder, at the address
                    of the
                    Holder recorded in the register of the Purchaser for the Exchangeable
                    Shares or at the address specified in the Holder's Retraction
                    Request or,
                    if specified in such Retraction Request, by holding for pick-up
                    by the
                    Holder at the registered office of the Purchaser or at any office
                    of the
                    Transfer Agent as may be specified by the Purchaser by notice
                    to such
                    holder of Exchangeable Shares, the Exchangeable Share Consideration
                    representing the total Retraction Price or the total Purchase
                    Price, as
                    the case may be, and such delivery of such Exchangeable Share
                    Consideration to the Transfer Agent shall be deemed to be payment
                    of and
                    shall satisfy and discharge all liability for the total Retraction
                    Price
                    or total Purchase Price, as the case may be, to the extent that
                    the same
                    is represented by such Exchangeable Share
                    Consideration.

                


        

         

        
          
            
            

          

          
            -12-

            
              

            

          

          
            
            

          

        

        
          	
                  6.5

                	
                  On
                    and after the close of business on the Retraction Date, the holder
                    of the
                    Retracted Shares shall cease to be a holder of such Retracted
                    Shares and
                    shall not be entitled to exercise any of the rights of a holder
                    in respect
                    thereof, other than the right to receive the total Retraction
                    Price or
                    total Purchase Price, as the case may be, unless upon presentation
                    and
                    surrender of certificates in accordance with the foregoing provisions,
                    payment of the total Retraction Price or the total Purchase Price,
                    as the
                    case may be, shall not be made as provided in Section 6.4,
                    in which case the rights of such holder shall remain unaffected
                    until the
                    total Retraction Price or the total Purchase Price, as the case
                    may be,
                    has been paid in the manner hereinbefore provided. On and after
                    the close
                    of business on the Retraction Date, provided that presentation
                    and
                    surrender of certificates and payment of the total Retraction
                    Price or the
                    total Purchase Price, as the case may be, has been made in accordance
                    with
                    the foregoing provisions, the holder of the Retracted Shares
                    so redeemed
                    by the Purchaser or purchased by Canco shall thereafter be considered
                    and
                    deemed for all purposes to be the holder of Parent Shares delivered
                    to
                    it.

                


        

         

        
          	
                  6.6

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

                


        

         

        
          
            
            

          

          
            -13-

            
              

            

          

          
            
            

          

        

        
          	
                  6.7

                	
                  A
                    holder of Retracted Shares may, by notice in writing given by
                    the holder
                    to the Purchaser 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 Canco shall
                    be deemed
                    to have been revoked.

                


        

         

        ARTICLE 7

        REDEMPTION
          OF EXCHANGEABLE SHARES BY THE CORPORATION

         

        
          	
                  7.1

                	
                  Subject
                    to applicable law, and provided Canco has not exercised the Redemption
                    Call Right, the Purchaser shall on the Redemption Date redeem
                    all but not
                    less than all of the then outstanding Exchangeable Shares for
                    an amount
                    per share equal to the Exchangeable Share Price applicable on
                    the last
                    Business Day prior to the Redemption Date (the "Redemption
                    Price").

                


        

         

        
          	
                  7.2

                	
                  In
                    any case of a redemption of Exchangeable Shares under this Article 7,
                    the Purchaser shall, at least 45 days
                    before the Redemption Date (other than a Redemption Date established
                    in
                    connection with a Parent Control Transaction or an Exchangeable
                    Share
                    Voting Event), send or cause to be sent to each holder of Exchangeable
                    Shares a notice in writing of the redemption by the Purchaser
                    or the
                    purchase by Canco under the Redemption Call Right, as the case
                    may be, of
                    the Exchangeable Shares held by such holder. In the case of a
                    Redemption
                    Date established in connection with a Parent Control Transaction,
                    the
                    written notice of redemption by the Purchaser or the purchase
                    by Canco
                    under the Redemption Call Right will be sent on or before the
                    Redemption
                    Date, on as many days prior written notice as may be determined
                    by the
                    Board of Directors to be reasonably practicable in the circumstances.
                    In
                    any such case, such notice shall set out the formula for determining
                    the
                    Redemption Price or the Redemption Call Purchase Price, as the
                    case may
                    be, the Redemption Date and, if applicable, particulars of the
                    Redemption
                    Call Right. In the case of any notice given in connection with
                    a possible
                    Redemption Date, such notice will be given contingently and will
                    be
                    withdrawn if the contingency does not occur.


                


        

         

        
          	
                  7.3

                	
                  On
                    or after the Redemption Date and subject to the exercise by Canco
                    of the
                    Redemption Call Right, the Purchaser shall cause to be delivered
                    to the
                    holders of the Exchangeable Shares to be redeemed the Redemption
                    Price for
                    each such Exchangeable Share upon presentation and surrender
                    at the
                    registered office of the Purchaser or at any office of the Transfer
                    Agent
                    as may be specified by the Purchaser in the notice described
                    in
                    Section 7.2 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
                    CBCA and
                    the articles and by-laws of the Purchaser and such additional
                    documents
                    and instruments as the Transfer Agent and the Purchaser may reasonably
                    require. Payment of the total Redemption Price for such Exchangeable
                    Shares shall be made by delivery to each Holder, at the address
                    of the
                    Holder recorded in the securities register of the Purchaser or
                    by holding
                    for pick-up by the Holder at the registered office of the Purchaser
                    or at
                    any office of the Transfer Agent as may be specified by the Purchaser
                    in
                    such notice, on behalf of the Purchaser of the Exchangeable Share
                    Consideration representing the total Redemption Price. On and
                    after the
                    Redemption Date, the holders of the Exchangeable Shares called
                    for
                    redemption shall cease to be holders of such Exchangeable Shares
                    and shall
                    not be entitled to exercise any of the rights of holders in respect
                    thereof, other than the right to receive their proportionate
                    part of the
                    total Redemption Price, unless payment of 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 total
                    Redemption Price has been paid in the manner hereinbefore provided.
                    The
                    Purchaser shall have the right at any time after the sending
                    of notice of
                    its intention to redeem the Exchangeable Shares as aforesaid
                    to deposit or
                    cause to be deposited the Exchangeable Share Consideration with
                    respect to
                    the Exchangeable Shares so called for redemption, or of such
                    of the said
                    Exchangeable Shares represented by certificates that have not
                    at the date
                    of such deposit been surrendered by the holders thereof in connection
                    with
                    such redemption, in a custodial account with any chartered bank
                    or trust
                    company in Canada named in such notice. Upon the later of such
                    deposit
                    being made and the Redemption Date, the Exchangeable Shares in
                    respect
                    whereof such deposit shall have been made shall be redeemed and
                    the rights
                    of the holders thereof after such deposit or Redemption Date,
                    as the case
                    may be, shall be limited to receiving their proportionate part
                    of the
                    total Redemption Price for such Exchangeable Shares so deposited,
                    against
                    presentation and surrender of the said certificates held by them,
                    respectively, in accordance with the foregoing provisions. Upon
                    such
                    payment or deposit of such Exchangeable Share Consideration after
                    the
                    Redemption Date, the holders of the Exchangeable Shares shall
                    thereafter
                    be considered and deemed for all purposes to be holders of Parent
                    Shares
                    delivered to them or the custodian on their
                    behalf.

                


        

         

        
          
            
            

          

          
            -14-

            
              

            

          

          
            
            

          

        

        ARTICLE 8

        CANCO
          LIQUIDATION CALL RIGHT

         

        
          	
                  8.1

                	
                  Canco
                    shall have the overriding right (the "Liquidation Call Right"),
                    in the
                    event of and notwithstanding the proposed liquidation, dissolution
                    or
                    winding-up of the Purchaser or any other distribution of the
                    assets of the
                    Purchaser among its shareholders for the purpose of winding-up
                    its
                    affairs, pursuant to Article 5, to purchase from all but not
                    less than all
                    of the holders of Exchangeable Shares (other than any holder
                    of
                    Exchangeable Shares which is an affiliate of Parent) on the Liquidation
                    Date all but not less than all of the Exchangeable Shares held
                    by each
                    such holder upon payment by Canco to each such holder of the
                    Exchangeable
                    Share Price applicable on the last Business Day prior to the
                    Liquidation
                    Date (the "Liquidation Call Purchase Price") in accordance with
                    Section
                    8.3. In the event of the exercise of the Liquidation Call Right
                    by Canco,
                    each Holder shall be obligated to sell all the Exchangeable Shares
                    held by
                    such Holder to Canco on the Liquidation Date upon payment by
                    Canco to such
                    Holder of the Liquidation Call Purchase Price for each such Exchangeable
                    Share, whereupon the Purchaser shall have no obligation to pay
                    any
                    Liquidation Amount to the Holders of such shares so purchased
                    by
                    Canco.

                


        

         

        
          
            
            

          

          
            -15-

            
              

            

          

          
            
            

          

        

        
          	
                  8.2

                	
                  To
                    exercise the Liquidation Call Right, Canco must notify the Purchaser
                    and
                    the Transfer Agent of Canco's intention to exercise such right
                    at least 45
                    days before the Liquidation Date, in the case of a voluntary
                    liquidation,
                    dissolution or winding-up of the Purchaser or any other voluntary
                    distribution of the assets of the Purchaser among its shareholders
                    for the
                    purpose of winding-up its affairs, and at least five Business
                    Days before
                    the Liquidation Date, in the case of an involuntary liquidation,
                    dissolution or winding-up of the Purchaser or any other involuntary
                    distribution of the assets of the Purchaser among its shareholders
                    for the
                    purpose of winding up its affairs. The Transfer Agent will notify
                    the
                    holders of Exchangeable Shares as to whether Canco has exercised
                    the
                    Liquidation Call Right forthwith after the expiry of the period
                    during
                    which the same may be exercised by Canco. If Canco exercises
                    the
                    Liquidation Call Right, then on the Liquidation Date, Canco will
                    purchase
                    and the holders of Exchangeable Shares will sell all of the Exchangeable
                    Shares then outstanding for a price per Exchangeable Share equal
                    to the
                    Liquidation Call Purchase Price.

                


        

         

        
          	
                  8.3

                	
                  For
                    the purposes of completing the purchase of the Exchangeable Shares
                    pursuant to the Liquidation Call Right, Canco shall deposit or
                    cause to be
                    deposited with the Transfer Agent, on or before the Liquidation
                    Date, the
                    Exchangeable Share Consideration representing the total Liquidation
                    Call
                    Purchase Price. Provided that such Exchangeable Share Consideration
                    has
                    been so deposited with the Transfer Agent, on and after the Liquidation
                    Date, the holders of the Exchangeable Shares shall cease to be
                    holders of
                    the Exchangeable Shares and shall not be entitled to exercise
                    any of the
                    rights of holders in respect thereof (including any rights under
                    the
                    Voting and Exchange Trust Agreement), other than the right to
                    receive
                    their proportionate part of the total Liquidation Call Purchase
                    Price
                    payable by Canco, without interest, upon presentation and surrender
                    by the
                    holder of certificates representing the Exchangeable Shares held
                    by such
                    Holder and the Holder shall on and after the Liquidation Date
                    be
                    considered and deemed for all purposes to be the holder of Parent
                    Shares
                    to which such Holder is entitled. Upon surrender to the Transfer
                    Agent of
                    a certificate or certificates representing Exchangeable Shares,
                    together
                    with such other documents and instruments as may be required
                    to effect a
                    transfer of Exchangeable Shares under the CBCA and the by-laws
                    of the
                    Purchaser and such additional documents and instruments as the
                    Transfer
                    Agent may reasonably require, the Holder of such surrendered
                    certificate
                    or certificates shall be entitled to receive in exchange therefor,
                    and the
                    Transfer Agent on behalf of Canco shall deliver to such Holder,
                    the
                    Exchangeable Share Consideration to which such holder is entitled.
                    If
                    Canco does not exercise the Liquidation Call Right in the manner
                    described
                    above, on the Liquidation Date the holders of the Exchangeable
                    Shares will
                    be entitled to receive in exchange therefor the Liquidation Amount
                    otherwise payable by the Purchaser in connection with the liquidation,
                    dissolution or winding-up of the Purchaser pursuant to Article
                    5
                    hereof.

                


        

         

        
          
            
            

          

          
            -16-

            
              

            

          

          
            
            

          

        

        ARTICLE 9

        CANCO
          REDEMPTION CALL RIGHT

         

        
          	
                  9.1

                	
                  In
                    addition to Canco's rights contained herein, including the Retraction
                    Call
                    Right, Canco shall have the following rights in respect of the
                    Exchangeable Shares:

                


        

         

        
          	 	
                  (a)

                	
                  Canco
                    shall have the overriding right (the "Redemption Call Right"),
                    in the
                    event of and notwithstanding the proposed redemption of the Exchangeable
                    Shares by the Purchaser pursuant to Article 7, to purchase from
                    all but
                    not less than all of the holders of Exchangeable Shares (other
                    than any
                    holder of Exchangeable Shares which is an affiliate of Parent)
                    on the
                    Redemption Date all but not less than all of the Exchangeable
                    Shares held
                    by each such holder upon payment by Canco to each such holder
                    of the
                    Exchangeable Share Price applicable on the last Business Day
                    prior to the
                    Redemption Date (the "Redemption Call Purchase Price") in accordance
                    with
                    Section 9.1(c). In the event of the exercise of the Redemption
                    Call Right
                    by Canco, each holder of Exchangeable Shares shall be obligated
                    to sell
                    all the Exchangeable Shares held by such holder to Canco on the
                    Redemption
                    Date upon payment by Canco to such holder of the Redemption Call
                    Purchase
                    Price for each such Exchangeable Share, whereupon the Purchaser
                    shall have
                    no obligation to redeem, or to pay the Redemption Price in respect
                    of,
                    such shares so purchased by Canco.

                


        

         

        
          	 	
                  (b)

                	
                  To
                    exercise the Redemption Call Right, Canco must notify the Transfer
                    Agent
                    and the Purchaser of Canco's intention to exercise such right
                    at least 30
                    days before the Redemption Date, except in the case of a redemption
                    occurring as a result of a Parent Control Transaction or an Exchangeable
                    Share Voting Event, in which case Canco shall so notify the Transfer
                    Agent
                    and the Purchaser as soon as practicable and, in any event, on
                    or before
                    the Redemption Date. The Transfer Agent will notify the holders
                    of the
                    Exchangeable Shares as to whether Canco has exercised the Redemption
                    Call
                    Right forthwith after the expiry of the period during which the
                    same may
                    be exercised by Canco. If Canco exercises the Redemption Call
                    Right, then,
                    on the Redemption Date, Canco will purchase and the holders of
                    Exchangeable Shares will sell all of the Exchangeable Shares
                    then
                    outstanding for a price per share equal to the Redemption Call
                    Purchase
                    Price. 

                


        

         

        
          	 	
                  (c)

                	
                  For
                    the purposes of completing the purchase of the Exchangeable Shares
                    pursuant to the exercise of the Redemption Call Right, Canco
                    shall deposit
                    or cause to be deposited with the Transfer Agent, on or before
                    the
                    Redemption Date, the Exchangeable Share Consideration representing
                    the
                    total Redemption Call Purchase Price. Provided that such Exchangeable
                    Share Consideration has been so deposited with the Transfer Agent,
                    on and
                    after the Redemption Date the holders of the Exchangeable Shares
                    shall
                    cease to be holders of the Exchangeable Shares and shall not
                    be entitled
                    to exercise any of the rights of holders in respect thereof (including
                    any
                    rights under the Voting and Exchange Trust Agreement), other
                    than the
                    right to receive their proportionate part of the total Redemption
                    Call
                    Purchase Price payable by Canco, without interest, upon presentation
                    and
                    surrender by the holder of certificates representing the Exchangeable
                    Shares held by such holder and the holder shall on and after
                    the
                    Redemption Date be considered and deemed for all purposes to
                    be the holder
                    of Parent Shares to which such holder is entitled. Upon surrender
                    to the
                    Transfer Agent of a certificate or certificates representing
                    Exchangeable
                    Shares, together with such other documents and instruments as
                    may be
                    required to effect a transfer of Exchangeable Shares under the
                    CBCA and
                    the by-laws of the Purchaser and such additional documents and
                    instruments
                    as the Transfer Agent may reasonably require, the holder of such
                    surrendered certificate or certificates shall be entitled to
                    receive in
                    exchange therefor, and the Transfer Agent on behalf of Canco
                    shall deliver
                    to such holder, the Exchangeable Share Consideration to which
                    such holder
                    is entitled. If Canco does not exercise the Redemption Call Right
                    in the
                    manner described above, on the Redemption Date the holders of
                    the
                    Exchangeable Shares will be entitled to receive in exchange therefor
                    the
                    Redemption Price otherwise payable by the Purchaser in connection
                    with the
                    redemption of the Exchangeable Shares pursuant to Article 7 of
                    the
                    Exchangeable Share Provisions.

                


        

         

        
          
            
            

          

          
            -17-

            
              

            

          

          
            
            

          

        

        ARTICLE 10

        CHANGE
          OF LAW CALL RIGHT

         

        
          	
                  10.1

                	
                  Parent
                    shall have the overriding right (the "Change of Law Call Right"),
                    in the
                    event of a Change of Law, to purchase (or to cause Canco to purchase)
                    from
                    all but not less than all of the holders of Exchangeable Shares
                    (other
                    than any holder of Exchangeable Shares which is an affiliate
                    of Parent)
                    all but not less than all of the Exchangeable Shares held by
                    each such
                    holder upon payment by Parent or Canco, as the case may be, of
                    an amount
                    per share (the "Change of Law Call Purchase Price") equal to
                    the
                    Exchangeable Share Price applicable on the last Business Day
                    prior to the
                    Change of Law Call Date, in accordance with Section 10.3. In
                    the event of
                    the exercise of the Change of Law Call Right by Parent or Canco,
                    as the
                    case may be, each holder of Exchangeable Shares shall be obligated
                    to sell
                    all the Exchangeable Shares held by such holder to Parent or
                    Canco, as the
                    case may be, on the Change of Law Call Date upon payment by Parent
                    or
                    Canco, as the case may be, to such holder of the Change of Law
                    Call
                    Purchase Price for each such Exchangeable
                    Share.

                


        

         

        
          	
                  10.2

                	
                  To
                    exercise the Change of Law Call Right, Parent or Canco must notify
                    the
                    Transfer Agent of its intention to exercise such right at least
                    45 days
                    before the date on which Parent or Canco intends to acquire the
                    Exchangeable Shares (the "Change of Law Call Date"). If Parent
                    or Canco
                    exercises the Change of Law Call Right, then, on the Change of
                    Law Call
                    Date, Parent or Canco, as the case may be, will purchase and
                    the holders
                    of Exchangeable Shares will sell all of the Exchangeable Shares
                    then
                    outstanding for a price per share equal to the Change of Law
                    Call Purchase
                    Price.

                


        

         

        
          	
                  10.3

                	
                  For
                    the purposes of completing the purchase of the Exchangeable Shares
                    pursuant to the exercise of the Change of Law Call Right, Parent
                    or Canco,
                    as the case may be, shall deposit or cause to be deposited with
                    the
                    Transfer Agent, on or before the Change of Law Call Date, the
                    Exchangeable
                    Share Consideration representing the total Change of Law Call
                    Purchase
                    Price. Provided that such Exchangeable Share Consideration has
                    been so
                    deposited with the Transfer Agent, on and after the Change of
                    Law Call
                    Date the holders of the Exchangeable Shares shall cease to be
                    holders of
                    the Exchangeable Shares and shall not be entitled to exercise
                    any of the
                    rights of holders in respect thereof (including any rights under
                    the
                    Voting and Exchange Trust Agreement), other than the right to
                    receive
                    their proportionate part of the total Change of Law Purchase
                    Price payable
                    by Parent or Canco, as the case may be, without interest, upon
                    presentation and surrender by the holder of certificates representing
                    the
                    Exchangeable Shares held by such holder and the holder shall
                    on and after
                    the Change of Law Call Date be considered and deemed for all
                    purposes to
                    be the holder of Parent Shares to which such holder is entitled.
                    Upon
                    surrender to the Transfer Agent of a certificate or certificates
                    representing Exchangeable Shares, together with such other documents
                    and
                    instruments as may be required to effect a transfer of Exchangeable
                    Shares
                    under the CBCA and the by-laws of the Purchaser and such additional
                    documents and instruments as the Transfer Agent may reasonably
                    require,
                    the holder of such surrendered certificate or certificates shall
                    be
                    entitled to receive in exchange therefor, and the Transfer Agent
                    on behalf
                    of Parent or Canco, as the case may be, shall deliver to such
                    holder, the
                    Exchangeable Share Consideration to which such holder is
                    entitled.

                


        

         

        
          
            
            

          

          
            -18-

            
              

            

          

          
            
            

          

        

        ARTICLE 11

         

        [intentionally
          left blank]

         

         

        ARTICLE 12

        VOTING
          RIGHTS

         

        
          	
                  12.1

                	
                  Except
                    as required by applicable law and by Article 13, Section 14.1 and
                    Section 15.2, 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 Purchaser or to vote at any such
                    meeting.

                


        

         

        ARTICLE 13

        AMENDMENT
          AND APPROVAL

         

        
          	
                  13.1

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

                


        

         

        
          	
                  13.2

                	
                  Any
                    approval given by the holders of the Exchangeable Shares to add
                    to, change
                    or remove any right, privilege, restriction or condition attaching
                    to the
                    Exchangeable Shares or any other matter requiring the approval
                    or consent
                    of the holders of the Exchangeable Shares shall be deemed to
                    have been
                    sufficiently given if it shall have been given in accordance
                    with
                    applicable law subject to a minimum requirement that such approval
                    be
                    evidenced by resolution passed by not less than 66-2/3% of the
                    votes cast
                    on such resolution by holders (other than Parent and its Affiliates)
                    represented in person or by proxy at a meeting of holders of
                    Exchangeable
                    Shares duly called and held at which the holders of at least
                    10% of the
                    outstanding Exchangeable Shares (other than Exchangeable Shares
                    held by
                    Parent and its Affiliates) at that time are present or represented
                    by
                    proxy; provided that if at any such meeting the holders of at
                    least 10% of
                    the outstanding Exchangeable Shares at that time are not present
                    or
                    represented by proxy within one-half hour after the time appointed
                    for
                    such meeting, then the meeting shall be adjourned to such date
                    not less
                    than five days thereafter and to such time and place as may be
                    designated
                    by the Chair of such meeting. At such adjourned meeting, the
                    holders of
                    Exchangeable Shares (other than Parent and its Affiliates) present
                    or
                    represented by proxy thereat may transact the business for which
                    the
                    meeting was originally called and a resolution passed thereat
                    by the
                    affirmative vote of not less than 66-2/3% of the votes cast on
                    such
                    resolution by holders (other than Parent and its Affiliates)
                    represented
                    in person or by proxy at such meeting shall constitute the approval
                    or
                    consent of the holders of the Exchangeable Shares. For purposes
                    of this
                    section, any spoiled votes, illegible votes, defective votes
                    and
                    abstentions shall be deemed to be votes not
                    cast.

                


        

         

        
          
            
            

          

          
            -19-

            
              

            

          

          
            
            

          

        

        ARTICLE 14

        RECIPROCAL
          CHANGES, ETC. IN RESPECT OF PARENT SHARES

         

        
          	
                  14.1

                	
                  Each
                    holder of an Exchangeable Share acknowledges that the Exchangeable
                    Share
                    Support Agreement provides, in part, that Parent will
                    not:

                


        

         

        
          	 	
                  (a)

                	
                  issue
                    or distribute Parent Shares (or securities exchangeable for or
                    convertible
                    into or carrying rights to acquire Parent Shares) to the holders
                    of all or
                    substantially all of the then outstanding Parent Shares by way
                    of stock
                    dividend or other distribution, other than an issue of Parent
                    Shares (or
                    securities exchangeable for or convertible into or carrying rights
                    to
                    acquire Parent Shares) to holders of Parent Shares who (i) exercise
                    an option to receive dividends in Parent Shares (or securities
                    exchangeable for or convertible into or carrying rights to acquire
                    Parent
                    Shares) in lieu of receiving cash dividends, or (ii) pursuant to any
                    dividend reinvestment plan or scrip
                    dividend;

                


        

         

        
          	 	
                  (b)

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

                


        

         

        
          	 	
                  (c)

                	
                  issue
                    or distribute to the holders of all or substantially all of the
                    then
                    outstanding Parent Shares: 

                


        

         

        
          
            
            

          

          
            -20-

            
              

            

          

          
            
            

          

        

        
          	 	
                  (i)

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

                


        

         

        
          	 	
                  (ii)

                	
                  rights,
                    options or warrants other than those referred to in Section 14.1(b)
                    above; 

                


        

         

        
          	 	
                  (iii)

                	
                  evidences
                    of indebtedness of Parent; or 

                


        

         

        
          	 	
                  (iv)

                	
                  assets
                    of Parent,

                


        

         

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

         

        
          	
                  14.2

                	
                  Each
                    holder of an Exchangeable Share acknowledges that the Exchangeable
                    Share
                    Support Agreement further provides, in part, that Parent will
                    not without
                    the prior approval of the Purchaser and the prior approval of
                    the holders
                    of the Exchangeable Shares given in accordance with
                    Section 13.2:

                


        

         

        
          	 	
                  (a)

                	
                  subdivide,
                    re-divide or change the then outstanding Parent Shares into a
                    greater
                    number of Parent Shares;

                


        

         

        
          	 	
                  (b)

                	
                  reduce,
                    combine, consolidate or change the then outstanding Parent Shares
                    into a
                    lesser number of Parent Shares; or 

                


        

         

        
          	 	
                  (c)

                	
                  reclassify
                    or otherwise change the Parent Shares or effect an amalgamation,
                    merger,
                    reorganization or other transaction affecting the Parent
                    Shares;

                


        

         

        unless
          the same or an economically equivalent change shall simultaneously be made
          to,
          or in the rights of the holders of, the Exchangeable Shares and such change
          is
          permitted under applicable law. The Exchangeable Share Support Agreement
          further
          provides, in part, that the provisions of the Exchangeable Share Support
          Agreement described in Section 14.1 and this Section 14.2 shall not be
          changed without the approval of the holders of the Exchangeable Shares
          given in
          accordance with Section 13.2.

         

        
          	
                  14.3

                	
                  Notwithstanding
                    the foregoing provisions of this Article 14, in the event of
                    a Parent
                    Control Transaction:

                


        

         

        
          	 	
                  (a)

                	
                  in
                    which Parent merges or amalgamates with, or in which all or substantially
                    all of the then outstanding Parent Shares are acquired by, one
                    or more
                    other corporations to which Parent is, immediately before such
                    merger,
                    amalgamation or acquisition, "related" within the meaning of
                    the Canadian
                    Tax Act  (otherwise
                    than by virtue of a right referred to in paragraph 251(5)(b)
                    thereof);

                


        

         

        
          
            
            

          

          
            -21-

            
              

            

          

          
            
            

          

        

        
          	 	
                  (b)

                	
                  which
                    does not result in an acceleration of the Redemption Date in
                    accordance
                    with paragraph (b) of that definition;
                    and

                


        

         

        
          	 	
                  (c)

                	
                  in
                    which all or substantially all of the then outstanding Parent
                    Shares are
                    converted into or exchanged for shares or rights to receive such
                    shares
                    (the "Other Shares") of another corporation (the "Other Purchaser")
                    that,
                    immediately after such Parent Control Transaction, owns or controls,
                    directly or indirectly, Parent;

                


        

         

        then
          all
          references herein to "Parent" shall thereafter be and be deemed to be references
          to "Other Purchaser" and all references herein to "Parent Shares" shall
          thereafter be and be deemed to be references to "Other Shares" (with appropriate
          adjustments, if any, as are required to result in a holder of Exchangeable
          Shares on the exchange, redemption or retraction of such shares pursuant
          to
          these share provisions or exchange of such shares pursuant to the Voting
          and
          Exchange Trust Agreement immediately subsequent to the Parent Control
          Transaction being entitled to receive that number of Other Shares equal
          to the
          number of Other Shares such holder of Exchangeable Shares would have received
          if
          the exchange, redemption or retraction of such shares pursuant to these
          share
          provisions, or exchange of such shares pursuant to the Voting and Exchange
          Trust
          Agreement had occurred immediately prior to the Parent Control Transaction
          and
          the Parent Control Transaction was completed) without any need to amend
          the
          terms and conditions of the Exchangeable Shares and without any further
          action
          required.

         

        ARTICLE 15

        ACTIONS
          BY THE PURCHASER UNDER SUPPORT AGREEMENT AND VOTING EXCHANGE TRUST
          AGREEMENT

         

        
          	
                  15.1

                	
                  The
                    Purchaser will take all such actions and do all such things as
                    shall be
                    necessary or advisable to perform and comply with and to ensure
                    performance and compliance by Parent, Canco and the Purchaser
                    with all
                    provisions of the Exchangeable Share Support Agreement and the
                    Voting and
                    Exchange Trust Agreement applicable to Parent, Canco and the
                    Purchaser,
                    respectively, in accordance with the terms thereof including
                    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
                    Purchaser all rights and benefits in favour of the Purchaser
                    under or
                    pursuant thereto. 

                


        

         

        
          	
                  15.2

                	
                  The
                    Purchaser shall not propose, agree to or otherwise give effect
                    to any
                    amendment to, or waiver or forgiveness of its rights or obligations
                    under,
                    the Exchangeable Share Support Agreement or the Voting and Exchange
                    Trust
                    Agreement without the approval of the holders of the Exchangeable
                    Shares
                    given in accordance with Section 13.2 other than such amendments,
                    waivers and/or forgiveness as may be necessary or advisable for
                    the
                    purposes of:

                


        

         

        
          	 	
                  (a)

                	
                  adding
                    to the covenants of the other parties to such agreement for the
                    protection
                    of the Purchaser or the holders of the Exchangeable Shares
                    thereunder;

                


        

         

        
          
            
            

          

          
            -22-

            
              

            

          

          
            
            

          

        

        
          	 	
                  (b)

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


                


        

         

        
          	 	
                  (c)

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

                


        

         

        ARTICLE 16

        LEGEND;
          CALL RIGHTS; WITHHOLDING RIGHTS

         

        
          	
                  16.1

                	
                  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 Exchangeable Share Support Agreement,
                    the
                    Liquidation Call Right, the Retraction Call Right, the Redemption
                    Call
                    Right and the Change of Law Call Right, and the Voting and Exchange
                    Trust
                    Agreement (including the provisions with respect to the voting
                    rights,
                    exchange right and automatic exchange thereunder) and with respect
                    to
                    restrictions on resale under the United States Securities Act
                    of 1933, as
                    amended, until such time as the Purchaser shall determine that
                    such U.S.
                    Securities Act legend shall no longer be
                    necessary.

                


        

         

        
          	
                  16.2

                	
                  Each
                    holder of an Exchangeable Share, whether of record or beneficial,
                    by
                    virtue of becoming and being such a holder shall be deemed to
                    acknowledge
                    each of the Liquidation Call Right, the Retraction Call Right
                    and the
                    Redemption Call Right, in each case, in favour of Canco, and
                    the Change of
                    Law Call Right in favour of Parent and Canco and the overriding
                    nature
                    thereof in connection with the liquidation, dissolution or winding-up
                    of
                    the Purchaser or any other distribution of the assets of the
                    Purchaser
                    among its shareholders for the purpose of winding-up its affairs,
                    or the
                    retraction or redemption of Exchangeable Shares, or a Change
                    of Law (as
                    defined for purposes of the Change of Law Call Right), as the
                    case may be,
                    and to be bound thereby in favour of Canco or Parent, as the
                    case may be,
                    as therein provided.

                


        

         

        
          	
                  16.3

                	
                  The
                    Purchaser, Canco, Parent and the Transfer Agent shall be entitled
                    to
                    deduct and withhold from any dividend or consideration otherwise
                    payable
                    to any holder of Exchangeable Shares such amounts as the Purchaser,
                    Canco,
                    Parent or the Transfer Agent is required to deduct and withhold
                    with
                    respect to such payment under the Canadian Tax Act, the United
                    States
                    Internal Revenue Code of 1986 or any provision of provincial,
                    state,
                    territorial, local or foreign tax law, 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 the 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 taxing authority. The Purchaser, Canco, Parent and
                    the
                    Transfer Agent are hereby authorized to sell or otherwise dispose
                    of such
                    portion of the consideration as is necessary to provide sufficient
                    funds
                    to the Purchaser, Canco, Parent or the Transfer Agent, as the
                    case may be,
                    to enable it to comply with such deduction or withholding requirement
                    and
                    the Purchaser, Canco, Parent or the Transfer Agent shall notify
                    the holder
                    thereof and remit any unapplied balance of the net proceeds of
                    such
                    sale.

                


        

         

        
          
            
            

          

          
            -23-

            
              

            

          

          
            
            

          

        

        
          	
                  16.4

                	
                  The
                    Purchaser will make an election with respect to the Exchangeable
                    Shares
                    under subsection 191.2(1) of the Canadian Tax Act to the extent
                    required
                    by the Arrangement Agreement.

                


        

         

        
          	
                  16.5

                	
                  The
                    amount specified in respect of each Exchangeable Share for the
                    purposes of
                    subsection 191(4) of the Canadian Tax Act is CDN $[•].

                


        

         

        ARTICLE 17

        GENERAL

         

        
          	
                  17.1

                	
                  Any
                    notice, request or other communication to be given to the Purchaser
                    by a
                    holder of Exchangeable Shares shall be in writing and shall be
                    valid and
                    effective if given by mail (postage prepaid) or by telecopy or
                    by delivery
                    to the registered office of the Purchaser and addressed to the
                    attention
                    of the Secretary of the Purchaser. Any such notice, request or
                    other
                    communication, if given by mail, telecopy or delivery, shall
                    only be
                    deemed to have been given and received upon actual receipt thereof
                    by the
                    Purchaser. 

                


        

         

        
          	
                  17.2

                	
                  Any
                    presentation and surrender by a holder of Exchangeable Shares
                    to the
                    Purchaser or the Transfer Agent of certificates representing
                    Exchangeable
                    Shares in connection with the liquidation, dissolution or winding-up
                    of
                    the Purchaser or the retraction or redemption of Exchangeable
                    Shares shall
                    be made by registered mail (postage prepaid) or by delivery to
                    the
                    registered office of the Purchaser addressed to the attention
                    of the
                    Secretary of the Purchaser or to such office of the Transfer
                    Agent as may
                    be specified by the Purchaser. 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 Purchaser or the Transfer
                    Agent, as the
                    case may be. Any such presentation and surrender of certificates
                    made by
                    registered mail shall be at the sole risk of the holder mailing
                    the
                    same. 

                


        

         

        
          	
                  17.3

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

                


        

         

        
          
            
            

          

          
            -24-

            
              

            

          

          
            
            

          

        

        
          	
                  17.4

                	
                  Subject
                    to the requirements of National Instrument 54-101 and any successor
                    instrument, policy statement or rule of the Canadian Securities
                    Administrators or other applicable law, for greater certainty,
                    the
                    Purchaser shall not be required for any purpose under these share
                    provisions to recognize or take account of Persons who are not
                    recorded as
                    such in the securities register for the Exchangeable
                    Shares.

                


        

         

        
          	
                  17.5

                	
                  If
                    the Purchaser determines that mail service is or is threatened
                    to be
                    interrupted at the time when the Purchaser is required or elects
                    to give
                    any notice to the holders of Exchangeable Shares hereunder, the
                    Purchaser
                    shall, notwithstanding the provisions hereof, give such notice
                    by means of
                    publication in The Globe and Mail, national edition, or any other
                    English
                    language daily newspaper or newspapers of general circulation
                    in Canada
                    and in a French language daily newspaper of general circulation
                    in the
                    Province of Québec, once in each of two successive weeks, and notice so
                    published shall be deemed to have been given on the latest date
                    on which
                    the first publication has taken place. If, by reason of any actual
                    or
                    threatened interruption of mail service due to strike, lock-out
                    or
                    otherwise, any notice to be given to the Purchaser would be unlikely
                    to
                    reach its destination in a timely manner, such notice shall be
                    valid and
                    effective only if delivered personally to the Purchaser in accordance
                    with
                    Section 17.1 or17.2, as the case may be.


                


        

         

        
          
            
            

          

          
            -25-

            
              

            

          

          
            
            

          

        

        SCHEDULE
          A

        RETRACTION
          REQUEST

        [TO
          BE PRINTED ON EXCHANGEABLE SHARE CERTIFICATES]

         

        To: 6732097Canada
          Inc. ("Purchaser") and 1305699 Alberta ULC ("Canco")

         

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

         

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

         

        


        
          	
                  o

                	
                  all
                    share(s) represented by this certificate; or

                
	 	 
	
                  o

                	
                  ___________
                    share(s) only represented by this
                    certificate.

                


        

      

      
         

        The
          undersigned hereby notifies the Purchaser that the Retraction Date shall
          be
          ___________________________.

         

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

         

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

         

        The
          undersigned acknowledges that if, as a result of solvency provisions of
          applicable law, the Purchaser is unable to redeem all Retracted Shares,
          the
          undersigned will be deemed to have exercised the Exchange Right (as defined
          in
          the Voting and Exchange Trust Agreement) so as to require Parent to purchase
          the
          unredeemed Retracted Shares.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        The
          undersigned hereby represents and warrants to Canco and the Purchaser that
          the
          undersigned:

         
          


          
            	
                    o

                  	
                    is

                  
	 	 
	 	
                    (select
                      one)

                  
	 	 
	
                    o

                  	
                    is
                      not

                  


          

          
             

          

        

        resident
          in Canada for purposes of the Income
          Tax Act
          (Canada). THE UNDERSIGNED ACKNOWLEDGES THAT IN THE ABSENCE OF AN INDICATION
          THAT
          THE UNDERSIGNED IS A RESIDENT IN CANADA, WITHHOLDING ON ACCOUNT OF CANADIAN
          TAX
          MAY BE MADE FROM AMOUNTS PAYABLE TO THE UNDERSIGNED ON THE REDEMPTION OR
          PURCHASE OF THE RETRACTED SHARES.

         

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

         

        
          	 	 	 	 	 
	
                  (Date)

                	 	
                  (Signature
                    of Shareholder)

                	 	
                  (Guarantee
                    of Signature)

                


        

        


        
          


          
            	
                    o

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

                    

                  
	 	 
	
                    NOTE:

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

                  
	 	 
	
                    Date:

                  	______________________________


          

           

        

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

         

        Street
          Address or P.O. Box: ___________________________________________

         

        Signature
          of Shareholder: ___________________________________________

         

        City,
          Province and Postal Code:
          ___________________________________________

         

        
          
            
            

          

          
            A-2

            
              

            

          

          
            
            

          

        

        Signature
          Guaranteed by: ___________________________________________

         

        
          
            
              	
                      NOTE:

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

                         

                        


                      

                    


            

             

          



        
          
            
            

          

          
            A-3

            
              

            

          

          
            
            

          

        

         

      



    Schedule
      E

     

    REGULATORY
      APPROVALS

     

    


     

    [Intentionally
      left blank]

     

    


    
      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


            


          

        

      

    

    



    Schedule
      F

     

    COMPANY
      BRING DOWN CERTIFICATE

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    180
      CONNECT INC.

     

    BRING
      DOWN CERTIFICATE

     

    Pursuant
      to Section 2.8(a)(i) of the Arrangement Agreement dated March 13, 2007 (the
      “Agreement”)
      among
      Ad.Venture Partners, Inc., a Delaware corporation (“Parent”),
      6732097 Canada Inc., a corporation incorporated under the laws of Canada and
      an
      indirect wholly-owned subsidiary of Parent (“Purchaser”),
      and
      180 Connect Inc., a corporation incorporated under the laws of Canada (the
      “Company”),
      the
      undersigned certifies on behalf of the Company as follows:

     

    
      	1.  	
              He
                is the Chief Executive Officer of the
                Company.

            


    

     

    
      	2.  	
              The
                Company’s representations and warranties (i) set forth in Section 3.4 of
                the Agreement were true and correct in all material respects on and
                as of
                the date of the Agreement and are true and correct in all material
                respects on and as of the date hereof (or, in the case of those
                representations and warranties in Section 3.4 that are made as of
                a
                particular date or period, at and as of such date or period), and
                (ii)
                otherwise set forth in the Agreement were true and correct as of
                the date
                of the Agreement and are true and correct in all respects as of the
                date
                hereof (or, in the case of those representations and warranties that
                are
                made as of a particular date or period, at and as of such date or
                period)
                except for inaccuracies in such representation or warranties the
                circumstances giving rise to which, individually or in the aggregate,
                do
                not have and would not reasonably be expected to have, a Company
                Material
                Adverse Effect.

            


    

     

    
      	3.  	
              All
                of the covenants and obligations that the Acquired Companies are
                required
                to perform or comply with under the Agreement have been duly performed
                and
                complied with in all material
                respects.

            


    

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Agreement.

     

    


    (Signature
      page follows)

    


    


    
      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


            


          

        

      

    

    



    The
      undersigned has executed this certificate as of the date first written
      above.

     

    
      	 	 	 
	 	180
              CONNECT INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Peter
              Giacalone
	 	Chief
              Executive Officer


    

     

    


    
      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


            


          

        

      

    

    



    SCHEDULE
      G

     

    ACQUIRED
      COMPANIES’ CERTIFICATE RE: CORPORATE MATTERS

     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    180
      CONNECT INC.

     

    Officer’s
      Certificate

     

    This
      Officer’s Certificate is provided pursuant to Section 2.8(a)(ii) of the
      Arrangement Agreement dated March 13, 2007 (the “Agreement”)
      among
      Ad.Venture Partners, Inc., a Delaware corporation (the “Parent”),
      6732097 Canada Inc., a corporation incorporated under the laws of Canada and
      an
      indirect wholly-owned subsidiary of Parent (“Purchaser”),
      and
      180 Connect Inc., a corporation incorporated under the laws of Canada (the
      “Target”).
      Capitalized terms used but not defined herein have the meanings ascribed to
      them
      in the Agreement.

     

    The
      undersigned hereby certifies on behalf of ____________ (the “Acquired
      Company”)
      as
      follows:

     

    1.  Attached
      as Exhibit A
      is a
      true and correct copy of the Acquired Company’s Articles of Incorporation as
      filed with the ___________ on _________, as certified by ____________ and in
      effect as of the date hereof (the “Articles
      of Incorporation”).
      Attached as Exhibit
      B
      is a
      true and correct copy of the Acquired Company’s Bylaws in effect as of the date
      hereof (the “Bylaws”).
      No
      steps have been taken by the board of directors or the shareholders of the
      Acquired Company to effect or authorize any amendment or other modification
      to
      such Articles of Incorporation or Bylaws.

     

    2.  Attached
      as Exhibit C
      is a
      certificate of good standing of the Acquired Company issued on
      ____________.

     

    3.  Attached
      as Exhibit D
      [is]/[are] [a] true and correct [copy]/[copies] of the resolutions adopted
      by
      the Board of Directors of the Acquired Company on __________, 2007. Such
      resolutions have not been altered, amended, modified or rescinded and remain
      in
      full force and effect on the date hereof. 

     

    4.  Each
      of
      the individuals named below is, as of the date hereof, a duly elected, qualified
      and acting officer of the Acquired Company as set forth opposite his name,
      and
      the signature appearing opposite his name and title is his true and genuine
      signature:

    


    
      	
              Name 

            	
              Title 

            	
              Signature

            
	 	 	
               

              ____________________________________

            
	 	 	
               

              ____________________________________

            


    

    


    [Signature
      page follows]

     

    


    
      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    I
      have
      set my hand thereto as of _______________, 2007.

     

     

     

    
      	 	 
	 	[Name,
              Title] 


    

     

    


     

    


    
      
        
          
            


            
               

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    Exhibit
      A

     

    ARTICLES
      OF INCORPORATION

     

    


     

    


     

    


    
      
        
           

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      B

     

    BYLAWS

     

    


    
      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      C

     

    CERTIFICATE
      OF GOOD STANDING

     

    


     

    


     

    


    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      D

     

    BOARD
      RESOLUTIONS

     

    


     

    


     

    


    


     

    


    
      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    Schedule
      H

     

    PARENT
      BRING DOWN CERTIFICATE

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    AD.VENTURE
      PARTNERS, INC.

     

    BRING
      DOWN CERTIFICATE

     

    Pursuant
      to Section 2.8(b)(i) of the Arrangement Agreement dated March 13, 2007 (the
      “Agreement”)
      among
      Ad.Venture Partners, Inc., a Delaware corporation (the “Parent”),
      6732097 Canada Inc., a corporation incorporated under the laws of Canada and
      an
      indirect wholly-owned subsidiary of Parent (“Purchaser”),
      and
      180 Connect Inc., a corporation incorporated under the laws of Canada (the
      “Company”),
      the
      undersigned certifies on behalf of Parent as follows:

     

    
      	 	
              1.

            	
              He
                is the Chief Executive Officer of the
                Parent.

            


    

     

    
      	 	
              2.

            	
              The
                Parent’s representations and warranties (i) set forth in Section 4.4 of
                the Agreement were true and correct in all material respects on and
                as of
                the date of the Agreement and are true and correct in all material
                respects on and as of the date hereof (or, in the case of those
                representations and warranties in Section 4.4 that are made as of
                a
                particular date or period, at and as of such date or period), and
                (ii)
                otherwise set forth in the Agreement were true and correct in all
                respects
                as of the date of the Agreement and are true and correct in all material
                respects as of the date hereof (or, in the case of those representations
                and warranties that are made as of a particular date or period, at
                and as
                of such date or period) except for inaccuracies in such representation
                or
                warranties the circumstances giving rise to which, individually or
                in the
                aggregate, do not have and would not reasonably be expected to have,
                a
                Parent Material Adverse Effect.

            


    

     

    
      	 	
              3.

            	
              All
                of the covenants and obligations that the Parent or the Purchaser
                are
                required to perform or comply with under the Agreement have been
                duly
                performed and complied with in all material
                respects.

            


    

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Agreement.

     

    


    (Signature
      page follows)

    


    


    
      
        
          
            1029006
              v2/SF 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    The
      undersigned has executed this certificate as of the date first written
      above.

     

    
      	 	 	 
	 	AD.VENTURE
              PARTNERS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Howard
              S. Balter
	 	Chief
              Executive Officer


    

     

     

    


    
      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    Schedule
      I

     

    PARENT
      CERTIFICATE RE: CORPORATE MATTERS

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    AD.VENTURE
      PARTNERS, INC.

     

    Officer’s
      Certificate

     

    This
      Officer’s Certificate is provided pursuant to Section 2.8(b)(ii) of the
      Arrangement Agreement dated March 13, 2007 (the “Agreement”)
      among
      Ad.Venture Partners, Inc., a Delaware corporation (the “Parent”),
      6732097 Canada Inc., a corporation incorporated under the laws of Canada and
      an
      indirect wholly-owned subsidiary of Parent (“Purchaser”),
      and
      180 Connect Inc., a corporation incorporated under the laws of Canada (the
      “Company”).
      Capitalized terms used but not defined herein have the meanings ascribed to
      them
      in the Agreement.

     

    The
      undersigned hereby certifies on behalf of [Parent/Purchaser/Canco] as
      follows:

     

    1.  Attached
      as Exhibit A
      is a
      true and correct copy of the [Parent/Purchaser/Canco]’s [Amended and Restated
      Certificate of Incorporation/ Articles of Incorporation] (the “Charter”)
      as
      filed with the [Secretary of State of the State of
      Delaware/__________/___________] on [August 24, 2005/March 8, 2007], as
      certified by [Secretary of State of the State of
      Delaware/__________/___________] and in effect as of the date hereof. Attached
      as Exhibit
      B
      is a
      true and correct copy of the [Parent/Purchaser/Canco]’s Bylaws in effect as of
      the date hereof (the “Bylaws”).
      No
      steps have been taken by the board of directors or the shareholders of the
      [Parent/Purchaser/Canco] to effect or authorize any amendment or other
      modification to such Charter or Bylaws.

     

    2.  Attached
      as Exhibit C
      is a
      certificate of good standing of the [Parent/Purchaser/Canco] issued on
      ____________.

     

    3.  Attached
      as Exhibit D
      [is]/[are] [a] true and correct [copy]/[copies] of the resolutions adopted
      by
      the Board of Directors of the [Parent/Purchaser/Canco] on __________, 2007.
      Such
      resolutions have not been altered, amended, modified or rescinded and remain
      in
      full force and effect on the date hereof.

     

    4.  Each
      of
      the individuals named below is, as of the date hereof, a duly elected, qualified
      and acting officer of the [Parent/Purchaser/Canco] as set forth opposite his
      name, and the signature appearing opposite his name and title is his true and
      genuine signature:

    


    
      	
              Name 

            	
              Title 

            	
              Signature

            
	 	 	
               

              ____________________________________

            
	 	 	
               

              ____________________________________

            


    

    


    [Signature
      page follows]

    


    


    


    


    


     

    


    
      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    I
      have
      set my hand thereto as of _______________, 2007.

     

     

    
      	 	 
	 	[Name,
              Title] 


    

     

    


     

    


    
      
        
          
             

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    Exhibit
      A

     

    CHARTER

     

    


     

    


     

    


    
      
        
           

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      B

     

    BYLAWS

     

    


    
      
        
           

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      C

     

    CERTIFICATE
      OF GOOD STANDING

     

    


     

    


     

    


    
      
        
           

           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      D

     

    BOARD
      RESOLUTIONS

     

    


     

    


     

    


    


     

    


    
      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    Schedule
      J

     

    FORM
      OF COMPANY AFFILIATE AGREEMENT

     

    


    
      
        
           

          
          

        

        
          1.

          
            

          

        

        
          
          

        

      

    

    


    AFFILIATE
      AGREEMENT

     

    This
      Affiliate Agreement
      (“Affiliate
      Agreement”)
      is
      being executed and delivered as of March 13, 2007 by
      ________________ (“Shareholder”)
      in
      favor of and for the benefit of Ad.Venture
      Partners, Inc.,
      a
      Delaware corporation (“Parent”).

     

    Recitals

     

    A. Shareholder
      is a shareholder of, and is an officer and/or director of, 180
      Connect Inc.,
      a
      corporation organized under the laws of Canada (the “Company”).

     

    B. Parent,
      the Company and 6732097
      Canada Inc.,
      a
      corporation organized under the laws of Canada and a wholly-owned subsidiary
      of
      Parent (“Purchaser”),
      have
      entered into an Arrangement Agreement dated as of March 13, 2007 (the
“Arrangement
      Agreement”),
      which
      provides that Purchaser and Parent shall acquire all of the issued and
      outstanding Common Shares of the Company and assume the obligation to issue
      common stock upon exercise of the Company Options and Company Warrants and
      conversion of the Convertible Debentures, in each case in accordance with the
      Arrangement Agreement (collectively, the “Arrangement”).
      Terms
      not otherwise defined herein shall have the meanings ascribed to them in the
      Arrangement Agreement.

     

    C. Shareholder
      understands that the Parent Common Stock being issued in the Arrangement will
      be
      issued pursuant to a registration statement on Form S-4, and that Shareholder
      may be deemed an “affiliate” of Parent as such term is defined for purposes of
      paragraphs (c) and (d) of Rule 145 under the Securities Act of 1933, as amended
      (the “Securities
      Act”).

     

    Agreement

     

    Shareholder,
      intending to be legally bound, agrees as follows:

     

    1.  Representations
      and Warranties of Shareholder.
      Shareholder represents and warrants to Parent as follows: 

     

    Shareholder
      is the holder and “beneficial owner” (as defined in Rule 13d-3 under the
      Securities Exchange Act of 1934, as amended) of the number of outstanding common
      shares of the Company set forth beneath Shareholder’s signature on the signature
      page hereof (the “Company
      Shares”),
      and
      Shareholder has good and valid title to the Company Shares, free and clear
      of
      any liens, pledges, security interests, adverse claims, equities, options,
      proxies, charges, encumbrances or restrictions of any nature. Shareholder has
      the sole right to vote and to dispose of the Company Shares.

     

    Shareholder
      is the holder of options to purchase the number of common shares of the Company
      set forth beneath Shareholder’s signature on the signature page hereof (the
“Company
      Options”),
      and
      Shareholder has good and valid title to the Company Options, free and clear
      of
      any liens, pledges, security interests, adverse claims, equities, options,
      proxies, charges, encumbrances or restrictions of any nature.

     

    Shareholder
      is the holder of warrants to purchase the number of common shares of the Company
      set forth beneath Shareholder’s signature on the signature page hereof (the
“Company
      Warrants”),
      and
      Shareholder has good and valid title to the Company Warrants, free and clear
      of
      any liens, pledges, security interests, adverse claims, equities, options,
      proxies, charges, encumbrances or restrictions of any nature.

     

    


    
      
        
           

          
          

        

        
          2.

          
            

          

        

        
          
          

        

      

    

    


    Shareholder
      does not own, of record or beneficially, directly or indirectly, any securities
      of the Company other than the Company Shares, the Company Options and the
      Company Warrants.

     

    Shareholder
      has carefully read this Affiliate Agreement and, to the extent Shareholder
      felt
      necessary, has discussed with counsel the limitations imposed on Shareholder’s
      ability to sell, transfer or otherwise dispose of the shares of Parent Common
      Stock that Shareholder is to receive in the Arrangement (the “Parent
      Shares”).
      Shareholder fully understands the limitations this Affiliate Agreement places
      upon Shareholder’s ability to sell, transfer or otherwise dispose of securities
      of Parent.

     

    2.  Prohibitions
      Against Transfer. Shareholder
      agrees that Shareholder shall not effect any sale, transfer or other disposition
      of any Parent Shares unless: (a) such sale, transfer or other disposition is
      effected pursuant to an effective registration statement under the Securities
      Act; (b) such sale, transfer or other disposition is made in conformity with
      the
      requirements of Rule 145 under the Securities Act, as evidenced by a broker’s
      letter and a representation letter executed by Shareholder (satisfactory in
      form
      and content to Parent) stating that such requirements have been met; (c) counsel
      reasonably satisfactory to Parent shall have advised Parent in a written opinion
      letter (satisfactory in form and content to Parent), upon which Parent may
      rely,
      that such sale, transfer or other disposition will be exempt from the
      registration requirements of the Securities Act; or (d) an authorized
      representative of the Securities and Exchange Commission (“SEC”)
      shall
      have rendered written advice to Shareholder to the effect that the SEC would
      take no action, or that the staff of the SEC would not recommend that the SEC
      take action, with respect to such sale, transfer or other disposition, and
      a
      copy of such written advice and all other related communications with the SEC
      shall have been delivered to Parent.

     

    3.  Lock-Up.
      Notwithstanding the foregoing, Shareholder agrees that Shareholder shall not,
      directly or indirectly, (a) offer, pledge, sell, transfer or otherwise dispose
      of, by contract, option, right or otherwise, any Parent Shares or lend, grant
      or
      otherwise transfer or dispose of any such Parent Shares or (b) enter into any
      swap or other agreement that transfers, in whole or in part, any of the economic
      characteristics of ownership of such Parent Shares (whether any such transaction
      described in clause (a) or (b) above is to be settled by delivery of such Parent
      Shares, in cash or otherwise), until the date that is [six][four] months
      following the Effective Date.

     

    4.  Stop
      Transfer Instructions; Legend.

     

    Shareholder
      acknowledges and agrees that (a) stop transfer instructions will be given to
      Parent’s transfer agent with respect to the Parent Shares, and (b) each
      certificate representing any of such shares shall bear a legend identical or
      similar in effect to the following legend (together with any other legend or
      legends required by applicable state securities laws or otherwise):

     

    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH
      RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD
      OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE
      WITH THE PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN
      AGREEMENT DATED AS OF MARCH
      13,
      2007,
      BETWEEN
      THE REGISTERED HOLDER HEREOF AND THE ISSUER, A COPY OF WHICH IS ON FILE AT
      THE
      PRINCIPAL OFFICES OF THE ISSUER.”

     

    5.  Independence
      of Obligations.
      The
      covenants and obligations of Shareholder set forth in this Affiliate Agreement
      shall be construed as independent of any other agreement or arrangement between
      Shareholder, on the one hand, and the Company or Parent, on the other. The
      existence of any claim or cause of action by Shareholder against the Company
      or
      Parent shall not constitute a defense to the enforcement of any of such
      covenants or obligations against Shareholder.

     

    
      
        
        

      

      
        3.

        
          

        

      

      
        
        

      

    

    6.  Specific
      Performance.
      Shareholder agrees that in the event of any breach or threatened breach by
      Shareholder of any covenant, obligation or other provision contained in this
      Affiliate Agreement, Parent shall be entitled (in addition to any other remedy
      that may be available to Parent) to: (a) a decree or order of specific
      performance or mandamus to enforce the observance and performance of such
      covenant, obligation or other provision; and (b) an injunction restraining
      such breach or threatened breach. Shareholder further agrees that neither Parent
      nor any other person or entity shall be required to obtain, furnish or post
      any
      bond or similar instrument in connection with or as a condition to obtaining
      any
      remedy referred to in this Section 6, and Shareholder irrevocably waives any
      right Shareholder may have to require the obtaining, furnishing or posting
      of
      any such bond or similar instrument.

     

    7.  No
      Admission.
      Execution of this Affiliate Agreement shall not be considered an admission
      by
      Shareholder that Shareholder is an “affiliate,” or as a waiver of any rights
      Shareholder may have to object to any claim that Shareholder is such an
“affiliate” on or after the date of this Affiliate Agreement.

     

    8.  Other
      Agreements.
      Nothing
      in this Affiliate Agreement shall limit any of the rights or remedies of Parent
      under the Arrangement Agreement, or any of the rights or remedies of Parent
      or
      any of the obligations of Shareholder under any agreement between Shareholder
      and Parent or any certificate or instrument executed by Shareholder in favor
      of
      Parent; and nothing in the Arrangement Agreement or in any other agreement,
      certificate or instrument shall limit any of the rights or remedies of Parent
      or
      any of the obligations of Shareholder under this Affiliate
      Agreement.

     

    9.  NoticesError!
      Bookmark not defined..
      Any
      notice or other communication required or permitted to be delivered to
      Shareholder or Parent under this Affiliate Agreement shall be in writing and
      shall be deemed properly delivered, given and received when delivered to the
      address or facsimile telephone number set forth beneath the name of such party
      below (or to such other address or facsimile telephone number as such party
      shall have specified in a written notice given to the other party):

     

    if
      to Parent:

     

    Ad.Venture
      Partners, Inc.

    360
      Madison Avenue, 21st
      Floor

    New
      York,
      NY 10017

    Attn:
      Chief Executive Officer

    Facsimile:
      (914) 576-5101

     

    if
      to Shareholder:

     

     

     

     

    Attn: 

    Fax:
      (___)  

     

    10.  Severability.
      Any
      term or provision of this Affiliate Agreement that is invalid or unenforceable
      in any situation in any jurisdiction shall not affect the validity or
      enforceability of the remaining terms and provisions hereof or the validity
      or
      enforceability of the offending term or provision in any other situation or
      in
      any other jurisdiction. If the final judgment of a court of competent
      jurisdiction declares that any term or provision hereof is invalid or
      unenforceable, the parties hereto agree that the court making such determination
      shall have the power to limit the term or provision, to delete specific words
      or
      phrases, or to replace any invalid or unenforceable term or provision with
      a
      term or provision that is valid and enforceable and that comes closest to
      expressing the intention of the invalid or unenforceable term or provision,
      and
      this Affiliate Agreement shall be enforceable as so modified. In the event
      such
      court does not exercise the power granted to it in the prior sentence, the
      parties hereto agree to replace such invalid or unenforceable term or provision
      with a valid and enforceable term or provision that will achieve, to the extent
      possible, the economic, business and other purposes of such invalid or
      unenforceable term. 

     

    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

    

    11.  Applicable
      Law; Jurisdiction.
      THIS
      AFFILIATE AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN
      ACCORDANCE WITH, THE LAWS OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO
      BE
      PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
      OF
      LAW. In any action between or among any of the parties, whether arising out
      of
      this Affiliate Agreement or otherwise, (a) each of the parties irrevocably
      and unconditionally agree to the non-exclusive jurisdiction of the courts of
      the
      State of New York; (b) each of the parties irrevocably waives the right to
      any trial by jury in any action, proceeding or counterclaim arising out of
      or
      relating to this Affiliate Agreement or otherwise; and (c) each of the
      parties irrevocably consents to service of process by first class certified
      mail, return receipt requested, postage prepared, to the address at which such
      party is to receive notice in accordance with Section 9.

     

    12.  Waiver;
      Termination.
      No
      failure on the part of Parent to exercise any power, right, privilege or remedy
      under this Affiliate Agreement, and no delay on the part of Parent in exercising
      any power, right, privilege or remedy under this Affiliate Agreement, shall
      operate as a waiver of such power, right, privilege or remedy; and no single
      or
      partial exercise of any such power, right, privilege or remedy shall preclude
      any other or further exercise thereof or of any other power, right, privilege
      or
      remedy. Parent shall not be deemed to have waived any claim arising out of
      this
      Affiliate Agreement, or any power, right, privilege or remedy under this
      Affiliate Agreement, unless the waiver of such claim, power, right, privilege
      or
      remedy is expressly set forth in a written instrument duly executed and
      delivered on behalf of Parent; and any such waiver shall not be applicable
      or
      have any effect except in the specific instance in which it is given. If the
      Arrangement Agreement is terminated, this Affiliate Agreement shall thereupon
      terminate.

     

    13.  Captions.
      The
      captions contained in this Affiliate Agreement are for convenience of reference
      only, shall not be deemed to be a part of this Affiliate Agreement and shall
      not
      be referred to in connection with the construction or interpretation of this
      Affiliate Agreement.

     

    14.  Further
      Assurances.
      Shareholder shall execute and/or cause to be delivered to Parent such
      instruments and other documents and shall take such other actions as Parent
      may
      reasonably request to effectuate the intent and purposes of this Affiliate
      Agreement.

     

    15.  Entire
      Agreement.
      This
      Affiliate Agreement, the Arrangement Agreement and, as applicable, the Voting
      Agreement between Shareholder and Parent collectively set forth the entire
      understanding of Parent and Shareholder relating to the subject matter hereof
      and thereof and supersede all other prior agreements and understandings between
      Parent and Shareholder relating to the subject matter hereof and
      thereof.

     

    16.  Non-Exclusivity.
      The
      rights and remedies of Parent hereunder are not exclusive of or limited by
      any
      other rights or remedies which Parent may have, whether at law, in equity,
      by
      contract or otherwise, all of which shall be cumulative (and not alternative).
      

     

    
      
        
        

      

      
        5.

        
          

        

      

      
        
        

      

    

    17.  Amendments.
      This
      Affiliate Agreement may not be amended, modified, altered or supplemented other
      than by means of a written instrument duly executed and delivered on behalf
      of
      Parent and Shareholder.

     

    18.  Assignment.
      This
      Affiliate Agreement and all obligations of Shareholder hereunder are personal
      to
      Shareholder and may not be transferred or delegated by Shareholder at any time.
      Parent may freely assign any or all of its rights under this Affiliate
      Agreement, in whole or in part, to any other person or entity without obtaining
      the consent or approval of Shareholder.

     

    19.  Binding
      Nature.
      Subject
      to Section 18, this Affiliate Agreement will inure to the benefit of Parent
      and
      its successors and assigns and will be binding upon Shareholder and
      Shareholder’s representatives, executors, administrators, estate, heirs,
      successors and assigns.

     

    20.  Survival.
      Each of
      the representations, warranties, covenants and obligations contained in this
      Affiliate Agreement shall survive the consummation of the
      Arrangement.

     

    


    
      
        
           

          
          

        

        
          6.

          
            

          

        

        
          
          

        

      

    

    


    Shareholder
      has executed this Affiliate Agreement on March __, 2007.

     

    __________________________________________

    (Signature)

     

    __________________________________________

    (Print
      Name)

     

    Number
      of Outstanding Common Shares of 

    of
      the Company Held by Shareholder:

     

    _______________________________

     

    Number
      Outstanding Common Shares of the Company

    Subject
      to Options or other rights held by Shareholder:

     

    _______________________________

    


    


    
      
        
           

          
          

        

        
          7.

          
            

          

        

        
          
          

        

      

    

    


    Schedule
      K

     

    SUPPORT
      AGREEMENT

     

    


    


    


    
      
        
          
             

          

          
          

        

        
          8.

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    Support
      Agreement (“Agreement”)
      made
      as of the [•] day of [•], 2007. 

     

    AMONG:

     

    Ad.Venture
      Partners, Inc.,
      a
      corporation existing under the laws of the State of Delaware (hereinafter
      referred to as “Parent”)

     

    and

     

    1305699
      Alberta ULC,
      a
      corporation existing under the laws of Alberta (hereinafter referred to as
      “Canco”)

     

    and

     

    6732097
      Canada Inc.,
      a
      corporation existing under the laws of Canada (hereinafter referred to as
“Purchaser”)

     

    Whereas,
      in
      connection with an arrangement agreement (the “Arrangement Agreement”) dated as
      of March 13, 2007 among the Company, Parent and Purchaser, it was agreed that
      on
      the Effective Date (as defined in the Plan of Arrangement), Purchaser and Parent
      would enter into a support agreement containing the terms and conditions set
      forth in the Arrangement Agreement together with such other terms and conditions
      as may be agreed by the parties acting reasonably; 

     

    And
      Whereas,
      under
      the Arrangement Agreement, it is contemplated that Exchangeable Shares may
      be
      issued by Purchaser, having the attributes described in the Arrangement
      Agreement; 

     

    And
      Whereas,
      the
      parties hereto desire to make appropriate provision and to establish a procedure
      whereby the Parent will take certain actions and make certain payments and
      deliveries necessary to ensure that Purchaser and Canco will be able to make
      certain payments and to deliver or cause to be delivered Parent Shares in
      satisfaction of the obligations of Purchaser and Canco under the Exchangeable
      Share Provisions (as defined below) with respect to the payment and satisfaction
      of Liquidation Amounts, Retraction Prices, Change of Law Call Purchase Prices
      and Redemption Prices, all in accordance with the Exchangeable Share
      Provisions.

     

    Now,
      Therefore,
      in
      consideration of the respective covenants and agreements provided in this
      Agreement and for other good and valuable consideration (the receipt and
      sufficiency of which are hereby acknowledged), the parties hereto covenant
      and
      agree as follows:

     

    ARTICLE
      1

     

    INTERPRETATION

     

    1.1  Defined
      Terms. Each
      term
      denoted herein by initial capital letters and not otherwise defined herein
      shall
      have the meaning ascribed thereto in the rights, privileges, restrictions and
      conditions (collectively, the “Exchangeable Share Provisions”) attaching to the
      Exchangeable Shares as set out in the Articles of Purchaser, unless the context
      requires otherwise.

     

    1.2  Interpretation
      Not Affected By Headings. The
      division of this agreement into articles, sections and other portions and the
      insertion of headings are for convenience of reference only and shall not affect
      the construction or interpretation hereof. Unless otherwise indicated, all
      references to an “Article” or “Section” followed by a number refer to the
      specified Article or Section of this Agreement. The terms “this Agreement,”
“hereof,” “herein” and “hereunder” and similar expressions refer to this
      agreement and not to any particular Article, Section or other portion hereof
      and
      include any agreement or instrument supplementary or ancillary
      hereto.

     

    
      
        
        

      

      
        1.

        
          

        

      

      
        
        

      

    

    1.3  Rules
      of Construction. Unless
      otherwise specifically indicated or the context otherwise requires, (a) all
      references to “dollars” or “$” mean United States dollars, (b) words importing
      the singular shall include the plural and vice versa and words importing any
      gender shall include all genders, and (c) “include,” “includes” and “including”
shall be deemed to be followed by the words “without limitation.”

     

    1.4  Date
      for Any Action. If
      the
      event that any date on which any action is required to be taken hereunder by
      any
      of the parties hereto is not a Business Day, such action shall be required
      to be
      taken on the next succeeding day that is a Business Day.

     

    ARTICLE
      2

     

    COVENANTS
      OF PARENT

     

    2.1  Covenants
      Regarding Exchangeable Shares. So
      long
      as any Exchangeable Shares not owned by Parent or its Affiliates as defined
      in
      the Arrangement Agreement are outstanding, Parent will:

     

    (a)  not
      declare or pay any dividend on the Parent Shares unless (i) Purchaser shall
      (w)
      simultaneously declare or pay, as the case may be, an equivalent dividend or
      other distribution economically equivalent thereto (as provided for in the
      Exchangeable Share Provisions) on the Exchangeable Shares (an “Equivalent
      Dividend”) and (x) Purchaser shall have sufficient money or other assets or
      authorized but unissued securities available to enable the due declaration
      and
      the due and punctual payment, in accordance with applicable law and the terms
      of
      the Exchangeable Share Provisions, of any such Equivalent Dividend;

     

    (b)  advise
      Purchaser sufficiently in advance of the declaration by Parent of any dividend
      on Parent Shares and take all such other actions as are reasonably necessary,
      in
      cooperation with Purchaser, to ensure that (i) the respective declaration date,
      record date and payment date for an Equivalent Dividend on the Exchangeable
      Shares shall be the same as the declaration date, record date and payment date
      for the corresponding dividend on the Parent Shares, or (ii) the record date
      and
      effective date for an Equivalent Stock Subdivision shall be the same as the
      record date and payment date for the stock dividend on the Parent Shares and
      that such dividend on the Exchangeable Shares will correspond with any
      requirement of the principal stock exchange on which the Exchangeable Shares
      are
      listed;

     

    (c)  ensure
      that the record date for any dividend declared on Parent Shares is not less
      than
      10 Business Days after the declaration date of such dividend;

     

    (d)  take
      all
      such actions and do all such things as are reasonably necessary or desirable
      to
      enable and permit Purchaser, in accordance with applicable law, to pay and
      otherwise perform its obligations with respect to the satisfaction of the
      Liquidation Amount, the Retraction Price, the Change of Law Call Purchase Price
      or the Redemption Price in respect of each issued and outstanding Exchangeable
      Share (other than Exchangeable Shares owned by Parent or its Affiliates) upon
      the liquidation, dissolution or winding up of Purchaser or any other
      distribution of the assets of Purchaser among its shareholders for the purpose
      of winding up its affairs, the delivery of a Retraction Request by a holder
      of
      Exchangeable Shares, an event constituting a Change of Law or a redemption
      of
      Exchangeable Shares by Purchaser, as the case may be, including all such actions
      and all such things as are necessary or desirable to enable and permit Purchaser
      to cause to be delivered Parent Shares to the holders of Exchangeable Shares
      in
      accordance with the provisions of Article 5, 6, 7 or 10, as the case may be,
      of
      the Exchangeable Share Provisions and cash and other property in respect of
      declared and unpaid dividends; 

     

    
      
        
        

      

      
        2.

        
          

        

      

      
        
        

      

    

    (e)  take
      all
      such actions and do all such things as are reasonably necessary or desirable
      to
      enable and permit Canco, in accordance with applicable law, to perform its
      obligations arising upon the exercise by it of the Liquidation Call Right,
      the
      Retraction Call Right, the Change of Law Call Right or the Redemption Call
      Right, including all such actions and all such things as are necessary or
      desirable to enable and permit Canco to cause to be delivered Parent Shares
      to
      the holders of Exchangeable Shares in accordance with the provisions of the
      Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right
      or the Redemption Call Right, as the case may be, and cash and other property
      in
      respect of declared and unpaid dividends; and

     

    (f)  not
      (and
      will ensure that Canco or any of its Affiliates does not) exercise its vote
      as a
      shareholder to initiate the voluntary liquidation, dissolution or winding-up
      of
      Purchaser or any other distribution of the assets of Purchaser among its
      shareholders for the purpose of winding up its affairs nor take any action
      or
      omit to take any action (and Parent will not permit Canco or any of its
      Affiliates to take any action or omit to take any action) that is designed
      to
      result in the liquidation, dissolution or winding up of Purchaser or any other
      distribution of the assets of Purchaser among its shareholders for the purpose
      of winding up its affairs.

     

    2.2  Segregation
      of Funds. Parent
      will cause Purchaser to deposit a sufficient amount of funds in a separate
      account of Purchaser and segregate a sufficient amount of such other assets
      and
      property as is necessary to enable Purchaser to pay dividends when due and
      to
      pay or otherwise satisfy its respective obligations under Article 5, 6 or 7
      of
      the Exchangeable Share Provisions.

     

    2.3  Reservation
      of Parent Shares. Parent
      hereby represents, warrants and covenants in favour of Purchaser and Canco
      that
      Parent has reserved for issuance and will, at all times while any Exchangeable
      Shares (other than Exchangeable Shares held by Parent or its Affiliates) are
      outstanding, keep available, free from pre-emptive and other rights, out of
      its
      authorized and unissued capital stock such number of Parent Shares (or other
      shares or securities into which Parent Shares may be reclassified or changed
      as
      contemplated by Section 2.7 hereof): (a) as is equal to the sum of (i) the
      number of Exchangeable Shares issued and outstanding from time to time; and
      (ii)
      the number of Exchangeable Shares issuable upon the exercise of all rights
      to
      acquire Exchangeable Shares outstanding from time to time and (b) as are now
      and
      may hereafter be required to enable and permit Parent to meet its obligations
      under the Voting and Exchange Trust Agreement, to enable and permit Canco to
      meet its obligations arising upon exercise by it of each of the Liquidation
      Call
      Right, the Retraction Call Right and the Redemption Call Right and to enable
      and
      permit Purchaser to meet its obligations hereunder and under the Exchangeable
      Share Provisions.

     

    2.4  Notification
      of Certain Events. In
      order
      to assist Parent in compliance with its obligations hereunder and to permit
      Canco to exercise the Liquidation Call Right, the Retraction Call Right, and
      the
      Redemption Call Right, Purchaser will notify Parent and Canco of each of the
      following events at the times set forth below:

     

    (a)  in
      the
      event of any determination by the Board of Directors of Purchaser to institute
      voluntary liquidation, dissolution or winding up proceedings with respect to
      Purchaser or to effect any other distribution of the assets of Purchaser among
      its shareholders for the purpose of winding up its affairs, at least 60 days
      prior to the proposed effective date of such liquidation, dissolution, winding
      up or other distribution;

     

    
      
        
        

      

      
        3.

        
          

        

      

      
        
        

      

    

    (b)  promptly,
      upon the earlier of receipt by Purchaser of notice of or Purchaser otherwise
      becoming aware of any threatened or instituted claim, suit, petition or other
      proceeding with respect to the involuntary liquidation, dissolution or winding
      up of Purchaser or to effect any other distribution of the assets of Purchaser
      among its shareholders for the purpose of winding up its affairs;

     

    (c)  promptly,
      upon receipt by Purchaser of a Retraction Request;

     

    (d)  promptly
      following the date on which notice of redemption is given to holders of
      Exchangeable Shares, upon the determination of a Redemption Date in accordance
      with the Exchangeable Share Provisions; and

     

    (e)  promptly
      upon the issuance by Purchaser of any Exchangeable Shares or rights to acquire
      Exchangeable Shares.

     

    2.5  Delivery
      of Parent Shares to Canco and Purchaser. In
      furtherance of its obligations under Sections 2.1(d) and (e) hereof, upon notice
      from Purchaser or Canco of any event that requires Purchaser or Canco to cause
      to be delivered Parent Shares to any holder of Exchangeable Shares, Parent
      shall
      forthwith issue and deliver the requisite number of Parent Shares to be received
      by, and issued to or to the order of, the former holder of the surrendered
      Exchangeable Shares, as Purchaser or Canco shall direct. All such Parent Shares
      shall be duly authorized, validly issued and fully paid and non assessable
      and
      shall be free and clear of any lien, claim or encumbrance. In consideration
      of
      the issuance and delivery of such Parent Shares, Canco or Purchaser, as the
      case
      may be, shall pay a purchase price equal to the fair market value of such Parent
      Shares.

     

    2.6  Qualification
      of Parent Shares. Parent
      covenants that if any Parent Shares (or other shares or securities into which
      Parent Shares may be reclassified or changed as contemplated by Section 2.7
      hereof) to be issued and delivered hereunder (including for greater certainty,
      pursuant to the Exchangeable Share Provisions, or pursuant to the Change of
      Law
      Call Right, Exchange Right or the Automatic Exchange Rights (all as defined
      in
      the Voting and Exchange Trust Agreement)) require registration or qualification
      with, or approval of, or the filing of any document, including any prospectus
      or
      similar document, the taking of any proceeding with, or the obtaining of any
      order, ruling or consent from, any governmental or regulatory authority under
      any Canadian or United States federal, provincial, territorial or state
      securities or other law or regulation or pursuant to the rules and regulations
      of any securities or other regulatory authority, or the fulfilment of any other
      United States or Canadian legal requirement (collectively, the “Applicable
      Laws”) before such shares (or other shares or securities into which Parent
      Shares may be reclassified or changed as contemplated by Section 2.7 hereof)
      may
      be issued and delivered by Parent at the direction of Purchaser or Canco, if
      applicable, to the holder of surrendered Exchangeable Shares or in order that
      such shares (or other shares or securities into which Parent Shares may be
      reclassified or changed as contemplated by Section 2.7 hereof) may be freely
      traded thereafter (other than any restrictions of general application on
      transfer by reason of a holder being a “control person” of Parent for purposes
      of Canadian provincial securities law or an “affiliate” of Parent for purposes
      of United States federal or state securities law), Parent will use its
      reasonable best efforts and in good faith expeditiously take all such actions
      and do all such things as are necessary or desirable and within its power to
      cause such Parent Shares (or other shares or securities into which Parent Shares
      may be reclassified or changed as contemplated by Section 2.7 hereof) to be
      and
      remain duly registered, qualified or approved under United States and/or
      Canadian law, as the case may be, to the extent expressly provided in the
      Arrangement Agreement. Parent will use its reasonable best efforts and in good
      faith expeditiously take all such actions and do all such things as are
      reasonably necessary or desirable to cause all Parent Shares (or other shares
      or
      securities into which Parent Shares may be reclassified or changed as
      contemplated by Section 2.7 hereof) to be delivered hereunder to be listed,
      quoted or posted for trading on all stock exchanges and quotation systems on
      which outstanding Parent Shares (or other shares or securities into which Parent
      Shares may be reclassified or changed as contemplated by Section 2.7
      hereof) are listed and are quoted or posted for trading at such
      time.

     

    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

    

    2.7  Economic
      Equivalence. So
      long
      as any Exchangeable Shares not owned by Parent or its Affiliates are
      outstanding:

     

    (a)  Parent
      will not:

     

    (i)  issue
      or
      distribute Parent Shares (or securities exchangeable for or convertible into
      or
      carrying rights to acquire Parent Shares) to the holders of all or substantially
      all of the then outstanding Parent Shares by way of stock dividend or other
      distribution, other than an issue of Parent Shares (or securities exchangeable
      for or convertible into or carrying rights to acquire Parent Shares) to holders
      of Parent Shares who (A) exercise an option to receive dividends in Parent
      Shares (or securities exchangeable for or convertible into or carrying rights
      to
      acquire Parent Shares) in lieu of receiving cash dividends, or (B) pursuant
      to
      any dividend reinvestment plan or scrip dividend; or

     

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

     

    (iii)  issue
      or
      distribute to the holders of all or substantially all of the then outstanding
      Parent Shares (A) shares or securities of Parent of any class other than Parent
      Shares (other than shares convertible into or exchangeable for or carrying
      rights to acquire Parent Shares), (B) rights, options or warrants other than
      those referred to in Section 2.7(a)(ii) above, (C) evidences of indebtedness
      of
      Parent or (D) assets of Parent (including cash),

     

    unless
      the economic equivalent on a per Exchangeable Share basis of such rights,
      options, warrants, securities, shares, evidences of indebtedness or other assets
      is issued or distributed simultaneously to holders of the Exchangeable Shares;
      provided that, for greater certainty, the above restrictions shall not apply
      to
      any securities issued or distributed by Parent in order to give effect to and
      to
      consummate the transactions contemplated by, and in accordance with, the
      Arrangement Agreement.

     

    (b)  Parent
      will not:

     

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

     

    (ii)  reduce,
      combine, consolidate or change the then outstanding Parent Shares into a lesser
      number of Parent Shares; or

     

    (iii)  reclassify
      or otherwise change Parent Shares or effect an amalgamation, merger,
      reorganization or other transaction affecting the Parent Shares,

     

    unless
      the same or an economically equivalent change shall simultaneously be made
      to,
      or in the rights of the holders of, the Exchangeable Shares; provided that,
      for
      greater certainty, the above restrictions shall not apply to any securities
      issued or distributed by Parent in order to give effect to and to consummate
      the
      transactions contemplated by, and in accordance with, the Arrangement
      Agreement.

     

    (c)  Parent
      will ensure that the record date for any event referred to in Section 2.7(a)
      or
      2.7(b) above, or (if no record date is applicable for such event) the effective
      date for any such event, is not less than five Business Days after the date
      on
      which such event is declared or announced by Parent (with contemporaneous
      notification thereof by Parent to Purchaser).

     

    
      
        
        

      

      
        5.

        
          

        

      

      
        
        

      

    

    (d)  The
      Board
      of Directors of Purchaser shall determine, in good faith and in its sole
      discretion, economic equivalence for the purposes of any event referred to
      in
      Section 2.7(a) or 2.7(b) above and each such determination shall be conclusive
      and binding on Parent and the holders of Exchangeable Shares. In making each
      such determination, the following factors shall, without excluding other factors
      determined by the Board of Directors of Purchaser to be relevant, be considered
      by the Board of Directors of Purchaser:

     

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

     

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

     

    (iii)  in
      the
      case of the issuance or distribution of any other form of property (including
      any shares or securities of Parent of any class other than Parent Shares, any
      rights, options or warrants other than those referred to in Section 2.7(d)(ii)
      above, any evidences of indebtedness of Parent or any assets, including cash,
      of
      Parent), the relationship between the fair market value (as determined by the
      Board of Directors of Purchaser in the manner above contemplated) of such
      property to be issued or distributed with respect to each outstanding Parent
      Share and the Current Market Price;

     

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

     

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

     

    (e)  Purchaser
      agrees that, to the extent required, upon due notice from Parent, Purchaser
      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 Purchaser, or subdivisions, redivisions or changes
      are
      made to the Exchangeable Shares, in order to implement the required economic
      equivalent with respect to the Parent Shares and Exchangeable Shares as provided
      for in this Section 2.7.

     

    
      
        
        

      

      
        6.

        
          

        

      

      
        
        

      

    

    2.8  Tender
      Offers. For
      so
      long as Exchangeable Shares remain outstanding (not including Exchangeable
      Shares held by Parent and its Affiliates), in the event that a tender offer,
      share exchange offer, issuer bid, take over bid or similar transaction with
      respect to Parent Shares (an “Offer”) is proposed by Parent or is proposed to
      Parent or its shareholders and is recommended by the Board of Directors of
      Parent, or is otherwise effected or to be effected with the consent or approval
      of the Board of Directors of Parent, Parent will use its reasonable best efforts
      expeditiously and in good faith to take all such actions and do all such things
      as are necessary or desirable to enable and permit holders of Exchangeable
      Shares (other than Parent and its Affiliates) to participate in such Offer
      to
      the same extent as, and on a basis that is equivalent (economically and
      otherwise) to the basis on which, the holders of Parent Shares participate,
      without discrimination, it being understood that if such equivalent
      participation cannot be achieved, the Exchangeable Shares shall be redeemed
      by
      Purchaser (as set forth in clause (b) of the definition of “Redemption Date”) or
      purchased by Canco pursuant to the Redemption Call Right. Without limiting
      the
      generality of the foregoing, Parent will use its reasonable best efforts
      expeditiously and in good faith to ensure that holders of Exchangeable Shares
      may participate in each such Offer without being required to retract
      Exchangeable Shares as against Purchaser (or, if so required, to ensure that
      any
      such retraction, shall be effective only upon, and shall be conditional upon,
      the closing of such Offer and only to the extent necessary to tender or deposit
      to the Offer). Nothing herein shall limit the rights of Purchaser to redeem
      (or
      Canco to purchase pursuant to the Redemption Call Right) Exchangeable Shares,
      as
      applicable, as described above.

     

    2.9  Ownership
      of Outstanding Shares. Without
      the prior approval of Purchaser and the prior approval of the holders of the
      Exchangeable Shares given in accordance with Section 13.2 of the Exchangeable
      Share Provisions, Parent covenants and agrees in favour of Purchaser that,
      as
      long as any outstanding Exchangeable Shares are owned by any Person other than
      Parent or any of its Affiliates, Parent will be and remain the direct or
      indirect beneficial owner of all issued and outstanding voting shares in the
      capital of Purchaser and Canco. Notwithstanding the foregoing, Parent shall
      not
      be in violation of this section if any person or group of persons acting jointly
      or in concert acquires all or substantially all of the assets of Parent or
      the
      Parent Shares pursuant to any merger of Parent pursuant to which Parent was
      not
      the surviving corporation.

     

    2.10  Parent
      and Affiliates Not to Vote Exchangeable Shares. Parent
      and Canco each covenants and agrees that it will not, and will cause its
      Affiliates not to, exercise any voting rights which may be exercisable by
      holders of Exchangeable Shares from time to time pursuant to the Exchangeable
      Share Provisions or pursuant to the provisions of the CBCA (or any successor
      or
      other corporate statute by which Purchaser may in the future be governed) with
      respect to any Exchangeable Shares held by it or by its Affiliates in respect
      of
      any matter considered at any meeting of holders of Exchangeable
      Shares.

     

    2.11  Rule
      10b 18 Purchases. For
      greater certainty, nothing contained in this Agreement, including the
      obligations of Parent contained in Section 2.8 hereof, shall limit the ability
      of Parent or Purchaser to make a “Rule l0b 18 purchase” of Parent Shares
      pursuant to Rule 10b 18 of the United States Securities Exchange Act of 1934,
      as
      amended, or any successor rule.

     

    ARTICLE
      3

     

    PARENT
      SUCCESSORS

     

    3.1  Certain
      Requirements in Respect of Combination, Etc.
      As long
      as any Exchangeable Shares (other than those owned by Parent or its Affiliates)
      are outstanding, neither Parent nor Canco shall consummate any transaction
      (whether by way of reconstruction, reorganization, consolidation, merger,
      transfer, sale, lease or otherwise) whereby all or substantially all of its
      undertaking, property and assets would become the property of any other Person
      or, in the case of a merger, of the continuing corporation resulting therefrom
      unless, but may do so if:

     

    (a)  such
      other Person or continuing corporation (the “Parent Successor”) by operation of
      law, becomes, without more, bound by the terms and provisions of this Agreement
      or, if not so bound, executes, prior to or contemporaneously with the
      consummation of such transaction, an agreement supplemental hereto and such
      other instruments (if any) as are reasonably necessary or advisable to evidence
      the assumption by the Parent Successor of liability for all moneys payable
      and
      property deliverable hereunder and the covenant of such Parent Successor to
      pay
      and deliver or cause to be delivered the same and its agreement to observe
      and
      perform all the covenants and obligations of Parent or Canco, as the case may
      be, under this Agreement; 

     

    
      
        
        

      

      
        7.

        
          

        

      

      
        
        

      

    

    (b)  in
      the
      event that the Parent Shares are reclassified or otherwise changed as part
      of
      such transaction, the same or an economically equivalent change is
      simultaneously made to, or in the rights of the holders of, the Exchangeable
      Shares; and

     

    (c)  such
      transaction shall be upon such terms and conditions as substantially to preserve
      and not to impair in any material respect any of the rights, duties, powers
      and
      authorities of the other parties hereunder or the holders of Exchangeable
      Shares.

     

    3.2  Vesting
      of Powers in Successor. Whenever
      the conditions of Section 3.1 have been duly observed and performed, the
      parties, if required by Section 3.1, shall execute and deliver the supplemental
      agreement provided for in Section 3.1(a) and thereupon the Parent Successor
      shall possess and from time to time may exercise each and every right and power
      of Parent or Canco, as the case may be, under this Agreement in the name of
      Parent or otherwise and any act or proceeding by any provision of this Agreement
      required to be done or performed by the Board of Directors of Parent or any
      officers of Parent may be done and performed with like force and effect by
      the
      directors or officers of such Parent Successor.

     

    3.3  Wholly
      Owned Subsidiaries. Nothing
      herein shall be construed as preventing the amalgamation or merger of any wholly
      owned direct or indirect subsidiary of Parent (other than Purchaser or Canco)
      with or into Parent or the winding up, liquidation or dissolution of any wholly
      owned subsidiary of Parent provided that all of the assets of such subsidiary
      are transferred to Parent or another wholly owned direct or indirect subsidiary
      of Parent and any such transactions are expressly permitted by this Article
      3.

     

    3.4  Successorship
      Transaction. Notwithstanding
      the foregoing provisions of Article 3, in the event of a Parent Control
      Transaction:

     

    (a)  in
      which
      Parent merges or amalgamates with, or in which all or substantially all of
      the
      then outstanding Parent Shares are acquired by, one or more other corporations
      to which Parent is, immediately before such merger, amalgamation or acquisition,
      “related” within the meaning of the Canadian Tax Act (otherwise than by virtue
      of a right referred to in paragraph 251(5)(b) thereof);

     

    (b)  which
      does not result in an acceleration of the Redemption Date in accordance with
      paragraph (b) of that definition; and

     

    (c)  in
      which
      all or substantially all of the then outstanding Parent Shares are converted
      into or exchanged for shares or rights to receive such shares (the “Other
      Shares”) of another corporation (the “Other Corporation”) that, immediately
      after such Parent Control Transaction, owns or controls, directly or indirectly,
      Parent;

     

    then
      all
      references herein to “Parent” shall thereafter be and be deemed to be references
      to “Other Corporation” and all references herein to “Parent Shares” shall
      thereafter be and be deemed to be references to “Other Shares” (with appropriate
      adjustments, if any, as are required to result in a holder of Exchangeable
      Shares on the exchange, redemption or retraction of such shares pursuant to
      the
      Exchangeable Share Provisions or exchange of such shares pursuant to the Voting
      and Exchange Trust Agreement immediately subsequent to the Parent Control
      Transaction being entitled to receive that number of Other Shares equal to
      the
      number of Other Shares such holder of Exchangeable Shares would have received
      if
      the exchange, redemption or retraction of such shares pursuant to the
      Exchangeable Share Provisions or exchange of such shares pursuant to the Voting
      and Exchange Trust Agreement had occurred immediately prior to the Parent
      Control Transaction and the Parent Control Transaction was completed) without
      any need to amend the terms and conditions of the Exchangeable Shares and
      without any further action required.

     

    
      
        
        

      

      
        8.

        
          

        

      

      
        
        

      

    

    ARTICLE
      4

     

    GENERAL

     

    4.1  Term.
      This
      Agreement shall come into force and be effective as of the date hereof and
      shall
      terminate and be of no further force and effect at such time as no Exchangeable
      Shares (or securities or rights convertible into or exchangeable for or carrying
      rights to acquire Exchangeable Shares) are held by any Person other than Parent
      and any of its Affiliates.

     

    4.2  Changes
      in Capital of Parent or Purchaser. At
      all
      times after the occurrence of any event contemplated pursuant to Sections 2.7
      and 2.8 hereof or otherwise, as a result of which either Parent Shares or the
      Exchangeable Shares or both are in any way changed, this Agreement shall
      forthwith be deemed amended and modified as necessary in order that it shall
      apply with full force and effect, mutatis mutandis, to all new securities into
      which Parent Shares or the Exchangeable Shares or both are so changed and the
      parties hereto shall execute and deliver an agreement in writing giving effect
      to and evidencing such necessary amendments and modifications.

     

    4.3  Notices
      To Parties. All
      notices and other communications hereunder shall be in writing and shall be
      deemed given when delivered personally, telecopied (which is confirmed) or
      dispatched (postage prepaid) to a nationally recognized overnight courier
      service with overnight delivery instructions, in each case addressed to the
      particular party at:

     

    [•]

     

    Attention:
      Chief Executive Officer

    Telecopier
      Number: [•]

     

    With
      a
      copy to:

     

    Macleod
      Dixon LLP

    3700
      Canterra Tower

    400
      Third
      Avenue, S.W.

    Calgary,
      Alberta T2P 4H2

     

    Attention:
      Jennifer Kennedy

    Telecopier
      Number: (403) 264-5973

     

    


    
      
        
           

          
          

        

        
          9.

          
            

          

        

        
          
          

        

      

    

    


    and
      to:

     

    McDermott
      Will & Emery LLP

    340
      Madison Avenue

    New
      York,
      New York 10173

     

    Attention:
      Mark Selinger

    Telecopier
      Number: (212) 547 5444

     

    or
      at
      such other address of which any party may, from time to time, advise the other
      parties by notice in writing given in accordance with the foregoing. Any notice
      or other communication given personally shall be deemed to have been given
      and
      received upon delivery thereof and if given by telecopy shall be deemed to
      have
      been given and received on the date of confirmed receipt thereof unless such
      day
      is not a Business Day in which case it shall be deemed to have been given and
      received upon the immediately following Business Day.

     

    4.4  Assignment.
      No
      party
      hereto may assign this Agreement or any of its rights, interests or obligations
      under this Agreement (whether by operation of law or otherwise) except that
      each
      of Purchaser and Canco may assign in its sole discretion, any or all of its
      rights, interests and obligations hereunder to any wholly owned subsidiary
      of
      Parent.

     

    4.5  Binding
      Effect. Subject
      to Section 4.4, this Agreement shall be binding upon, enure to the benefit
      of
      and be enforceable by the parties hereto and by the Exchangeable Shareholders
      and their respective successors and assigns.

     

    4.6  Amendments,
      Modifications. Subject
      to Sections 4.2, 4.7 and 4.11, this Agreement may not be amended or modified
      except by an agreement in writing executed by Purchaser, Canco and Parent and
      approved by the holders of the Exchangeable Shares in accordance with Section
      13.2 of the Exchangeable Share Provisions.

     

    4.7  Ministerial
      Amendments. Notwithstanding
      the provisions of Section 4.6, the parties to this Agreement may in writing
      at
      any time and from time to time, without the approval of the holders of the
      Exchangeable Shares, amend or modify this Agreement for the purposes
      of:

     

    (a)  adding
      to
      the covenants of any or all parties provided that the board of directors of
      each
      of Purchaser, Canco and Parent shall be of the good faith opinion that such
      additions will not be prejudicial to the rights or interests of the holders
      of
      the Exchangeable Shares;

     

    (b)  making
      such amendments or modifications not inconsistent with this Agreement as may
      be
      necessary or desirable with respect to matters or questions which, in the good
      faith opinion of the board of directors of each of Purchaser, Canco and Parent,
      it may be expedient to make, provided that each such board of directors shall
      be
      of the good faith opinion that such amendments or modifications will not be
      prejudicial to the rights or interests of the holders of the Exchangeable
      Shares; or

     

    (c)  making
      such changes or corrections which, on the advice of counsel to Purchaser, Canco
      and Parent, are required for the purpose of curing or correcting any ambiguity
      or defect or inconsistent provision or clerical omission or mistake or manifest
      error, provided that the board of directors of each of Purchaser, Canco and
      Parent shall be of the good faith opinion that such changes or corrections
      will
      not be prejudicial to the rights or interests of the holders of the Exchangeable
      Shares.

     

    
      
        
        

      

      
        10.

        
          

        

      

      
        
        

      

    

    4.8  Meeting
      to Consider Amendments. Purchaser,
      at the request of Parent, shall call a meeting or meetings of the holders of
      the
      Exchangeable Shares for the purpose of considering any proposed amendment or
      modification requiring approval pursuant to Section 4.6 hereof; provided that
      any such meeting shall only be called for a bona fide business purpose and
      not
      for the principal purpose of causing a Redemption Date to occur or transpire.
      Any such meeting or meetings shall be called and held in accordance with the
      bylaws of Purchaser, the Exchangeable Share Provisions and all applicable
      laws.

     

    4.9  Amendments
      Only in Writing. No
      amendment to or modification or waiver of any of the provisions of this
      Agreement otherwise permitted hereunder shall be effective unless made in
      writing and signed by all of the parties hereto.

     

    4.10  Governing
      Laws; Consent to Jurisdiction. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Province of Alberta and the laws of Canada applicable therein and shall be
      treated in all respects as an Alberta contract. Each party hereby irrevocably
      attorns to the jurisdiction of the courts of the Province of Alberta in respect
      of all matters arising under or in relation to this Agreement.

     

    4.11  Severability.
      If
      any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner materially adverse to any party. Upon
      such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the parties hereto shall negotiate in good faith to modify
      this Agreement so as to effect the original intent of the parties as closely
      as
      possible in an acceptable manner to the end that transactions contemplated
      hereby are fulfilled to the extent possible.

     

    4.12  Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original but all of which together shall constitute one and the same
      instrument.

     

    4.13  Third
      Party Beneficiaries. The
      provisions of this Agreement are: (i) intended for the benefit of the holders
      of
      Exchangeable Shares (other than Parent or its Affiliates), as and to the extent
      applicable in accordance with their terms, and shall be enforceable by each
      of
      such holders of Exchangeable Shares and their respective heirs, executors
      administrators and other legal representatives (collectively, the “Third Party
      Beneficiaries”) and the Purchaser shall hold the rights and benefits of this
      Agreement in trust for and on behalf of the Third Party Beneficiaries and the
      Purchaser hereby accepts such trust and agrees to hold the benefit of and
      enforce performance of such covenants on behalf of the Third Party
      Beneficiaries, and (ii) are in addition to, and not in substitution for, any
      other rights that the Third Party Beneficiaries may have by statute, contract
      or
      otherwise.

     

    


     

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      Of Page Intentionally Left Blank]

     

    


    
      
        
           

          
          

        

        
          11.

          
            

          

        

        
          
          

        

      

    

    


    In
      Witness Whereof,
      the
      parties hereto have caused this Agreement to be duly executed as of the date
      first above written.

     

    
      	 	 	 
	 	Ad.Venture
              Partners, Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title 


      	 	 	 
	 	1305699
              Alberta ULC
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	Title 


      	 	 	 
	 	6732097
              Canada Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	Title 


    

     

    


     

    [Support
      Agreement Execution Page]

    
 

     

    


    
      
        
          
            .

          

          
          

        

        
          12.

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    Schedule
      L

     

    VOTING
      AND EXCHANGE TRUST AGREEMENT

     

    


     

    


     

    


    
      
        
          
             

          

          
          

        

        
          1.

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    Voting
      And Exchange Trust Agreement
      (“Agreement”) made as of the [•] day of [•], 2007.

     

    AMONG:

     

    Ad.Venture
      Partners, Inc.,
      a
      corporation existing under the laws of the State of Delaware (hereinafter
      referred to as “Parent”)

     

    and

     

    6732097
      Canada Inc.,
      a
      corporation existing under the laws of Canada (hereinafter referred to as
“Purchaser”)

     

    and

     

    Valiant
      Trust Company,
      a trust
      company incorporated under the laws of Alberta (hereinafter referred to as
      the
“Trustee”)

     

    Whereas,
      in
      connection with an arrangement agreement (the “Arrangement Agreement”) dated as
      of March 13, 2007 between the Company, Parent and Purchaser, it was agreed
      that
      on the Effective Date (as defined in the Plan of Arrangement contemplated in
      the
      Arrangement Agreement), Purchaser and Parent would enter into a voting and
      exchange trust agreement containing the terms and conditions set forth in the
      Arrangement Agreement together with such other terms and conditions as may
      be
      agreed by the parties acting reasonably; 

     

    And
      Whereas,
      under
      the Arrangement Agreement, it is contemplated that Parent will directly or
      indirectly acquire the issued and outstanding Common Shares of the Company;
      

     

    And
      Whereas, under
      the
      Arrangement Agreement, it is contemplated that exchangeable shares of Purchaser
      (“Exchangeable Shares”) may be issued by Purchaser, having the attributes
      described in the Arrangement Agreement including certain exchange rights and
      voting rights to be created for the benefit of the holders of Exchangeable
      Shares from time to time;

     

    And
      Whereas,
      these
      recitals are made by Parent and Purchaser but not by the Trustee;

     

    Now
      Therefore, in
      consideration of $10.00, the respective covenants and agreements provided in
      this Agreement and for other good and valuable consideration (the receipt and
      sufficiency of which are hereby acknowledged), the parties hereto covenant
      and
      agree as follows:

     

    ARTICLE
      1

     

    INTERPRETATION

     

    Section
      1.1 Definitions.
      In
      this
      Agreement, unless the context otherwise requires, the following terms shall
      have
      the following meanings respectively:

     

    “Affiliate”
has
      the
      meaning ascribed thereto in the Securities Act (Alberta), unless otherwise
      expressly stated herein;

     

    


    
      
        
           

          
          

        

        
          1.

          
            

          

        

        
          
          

        

      

    

    


    “Arrangement
      Agreement”
means
      the Arrangement Agreement by and among Parent, the Company and Purchaser dated
      as of March 13, 2007, as amended and restated from time to time, providing
      for,
      among other things, the arrangement resulting in the first issuance of
      Exchangeable Shares;

     

    “Beneficiaries”
means
      the registered holders from time to time of Exchangeable Shares, other than
      Parent and its Affiliates;

     

    “Beneficiary
      Votes”
has
      the
      meaning ascribed thereto in Section 4.2;

     

    “Business
      Day”
means
      a
      day of the year in which banks are not required or authorized to be closed
      in
      the City of Calgary, Alberta or the City of New York, New York;

     

    “Canco”
means
      1305699 Alberta ULC, a corporation incorporated under the laws of Alberta,
      or
      any other direct or indirect Subsidiary of the Parent designated by the Parent
      from time to time;

     

    “CBCA”
means
      the Canada Business Corporations Act as the same has been and may hereafter
      from
      time to time be amended;

     

    “Change
      of Law Call Right”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    “Company”
means
      180 Connect Inc., a corporation incorporated under the CBCA;

     

    “Equivalent
      Vote Amount”
means,
      with respect to any matter, proposition or question on which holders of Parent
      Shares are entitled to vote, consent or otherwise act, the number of votes
      to
      which a holder of one Parent Share is entitled with respect to such matter,
      proposition or question;

     

    “Exchange
      Right”
has
      the
      meaning ascribed thereto in Section 5.1;

     

    “Exchangeable
      Share Consideration”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    “Exchangeable
      Share Price”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    “Exchangeable
      Share Provisions”
means
      the rights, privileges, restrictions and conditions attaching to the
      Exchangeable Shares;

     

    “Exchangeable
      Share Support Agreement”
means
      that certain support agreement made as of even date herewith among Purchaser,
      Canco and Parent substantially in the form and content of Schedule K to the
      Arrangement Agreement, with such changes thereto as the parties to the
      Arrangement Agreement, acting reasonably, may agree;

     

    “Exchangeable
      Shares”
means
      the non voting Exchangeable Shares in the capital of Purchaser, having the
      rights, privileges, restrictions and conditions set out in attaching to the
      Exchangeable Shares as set out in the Articles of Purchaser;

     

    “Indemnified
      Parties”
has
      the
      meaning ascribed thereto in Section 8.1;

     

    “Insolvency
      Event”
means
      (i) the institution by Purchaser of any proceeding to be adjudicated a bankrupt
      or insolvent or to be wound up, or the consent of Purchaser to the institution
      of bankruptcy, insolvency or winding up proceedings against it, or (ii) the
      filing of a petition, answer or consent seeking dissolution or winding up under
      any bankruptcy, insolvency or analogous laws, including the Companies
      Creditors’ Arrangement Act (Canada)
      and the Bankruptcy
      and Insolvency Act (Canada),
      and the failure by Purchaser to contest in good faith any such proceedings
      commenced in respect of Purchaser within 30 days of becoming aware thereof,
      or
      the consent by Purchaser to the filing of any such petition or to the
      appointment of a receiver, or (iii) the making by Purchaser of a general
      assignment for the benefit of creditors, or the admission in writing by
      Purchaser of its inability to pay its debts generally as they become due, or
      (iv) Purchaser not being permitted, pursuant to solvency requirements of
      applicable law, to redeem any Retracted Shares pursuant to Section 6.6 of the
      Exchangeable Share Provisions;

     

    


    
      
        
           

          
          

        

        
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    “Liquidation
      Call Right”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    “Liquidation
      Event”
has
      the
      meaning ascribed thereto in Section 5.12(b);

     

    “Liquidation
      Event Effective Time”
has
      the
      meaning ascribed thereto in Section 5.12(c);

     

    “List”
has
      the
      meaning ascribed thereto in Section 4.6;

     

    “Officer’s
      Certificate”
means,
      with respect to Parent or Purchaser, as the case may be, a certificate signed
      by
      any one of the authorized signatories of Parent or Purchaser, as the case may
      be;

     

    “Parent
      Consent”
has
      the
      meaning ascribed thereto in Section 4.2;

     

    “Parent
      Control Transaction”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    “Parent
      Meeting”
has
      the
      meaning ascribed thereto in Section 4.2;

     

    “Parent
      Shares”
has
      the
      meaning provided in the Exchangeable Share Provisions;

     

    “Parent
      Special Voting Share”
means
      one share of preferred stock of Parent to which that number of voting rights
      attach (each such voting right to be equal to the voting rights attached to
      one
      Parent Share) equal to the number of outstanding Exchangeable Shares held by
      Beneficiaries; 

     

    “Parent
      Successor”
has
      the
      meaning ascribed thereto in Section 10.1(a);

     

    “Person”
means
      any individual, corporation (including any non-profit corporation), general
      partnership, limited partnership, limited liability partnership, joint venture,
      estate, trust, company (including any limited liability company, unlimited
      liability company or joint stock company), firm, enterprise, association,
      organization or any other entity, including any (a) multinational, federal,
      provincial, territorial, state, regional, municipal, local or other government,
      governmental or public department, central bank, court, tribunal, arbitral
      body,
      commission, board, bureau or agency, domestic or foreign, (b) subdivision,
      agent, including any tribunal, commission, regulatory agency or self regulatory
      organization or authority of any of the foregoing in (a), or (c) quasi
      governmental or private body exercising any regulatory, expropriation or taxing
      authority under or for the account of any of the foregoing in (a) or
      (b);

     

    “Redemption
      Call Right”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    “Redemption
      Date”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    


    
      
        
           

          
          

        

        
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    “Retracted
      Shares”
has
      the
      meaning ascribed thereto in Section 5.7;

     

    “Retraction
      Call Right”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    “Rights
      upon Automatic Exchange”
means
      the benefit of the obligation of Parent to effect the automatic exchange of
      Exchangeable Shares for Parent Shares pursuant to Section 5.12;

     

    “Trust”
means
      the trust created by this Agreement;

     

    “Trust
      Estate”
means
      the Parent Special Voting Share, any other securities, the Exchange Right,
      the
      Rights upon Automatic Exchange and any money or other property which may be
      held
      by the Trustee from time to time pursuant to this Agreement; and

     

    “Voting
      Rights”
means
      the voting rights of the Parent Special Voting Share held by the
      Trustee.

     

    In
      addition to the foregoing, all capitalized terms used herein and not otherwise
      defined have the same meaning as set forth in the Arrangement
      Agreement.

     

    Section
      1.2 Interpretation
      Not Affected By Headings, Etc.
      The
      division of this Agreement into articles, sections and other portions and the
      insertion of headings are for convenience of reference only and should not
      affect the construction or interpretation hereof. Unless otherwise indicated,
      all references to an “Article” or “Section” followed by a number refer to the
      specified Article or Section of this Agreement. The terms “this Agreement,”
“hereof”, “herein” and “hereunder” and similar expressions refer to this
      Agreement and not to any particular Article, Section or other portion
      hereof.

     

    Section
      1.3 Rules
      of Construction. Unless
      otherwise specifically indicated or the context otherwise requires, (a) all
      references to “dollars” or “$” mean United States dollars, (b) words importing
      the singular shall include the plural and vice versa and words importing any
      gender shall include all genders, and (c) “include,” “includes” and “including”
shall be deemed to be followed by the words “without limitation.”

     

    Section
      1.4 Date
      for Any Action.
      In the
      event that any date on which any action is required to be taken hereunder by
      any
      of the parties hereto is not a Business Day, such action shall be required
      to be
      taken on the next succeeding day that is a Business Day.

     

    Section
      1.5 Payments.
      All
      payments to be made hereunder will be made without interest and less any tax
      required by applicable law to be deducted or withheld.

     

    ARTICLE
      2

     

    PURPOSE
      OF AGREEMENT

     

    Section
      2.1 Establishment
      of Trust.
      The
      purpose of this Agreement is to create the Trust for the benefit of the
      Beneficiaries as herein provided. The Trustee will hold the Parent Special
      Voting Share in order to enable the Trustee to exercise the Voting Rights and
      will hold the Exchange Right and the Rights upon Automatic Exchange in order
      to
      enable the Trustee to exercise such rights, in each case as trustee for and
      on
      behalf of the Beneficiaries as provided in this Agreement. 

     

    


    
      
        
           

          
          

        

        
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    ARTICLE
      3

     

    PARENT
      SPECIAL VOTING SHARE

     

    Section
      3.1 Issue
      and Ownership of the Parent Special Voting Share.
      Parent
      hereby agrees to issue to, and deposit with, the Trustee the Parent Special
      Voting Share to be hereafter held of record by the Trustee as trustee for and
      on
      behalf of, and for the use and benefit of, the Beneficiaries and in accordance
      with the provisions of this Agreement. Parent hereby acknowledges receipt from
      the Trustee as trustee for and on behalf of the Beneficiaries of good and
      valuable consideration (and the adequacy thereof) for the issuance of the Parent
      Special Voting Share by Parent to the Trustee. During the term of the Trust
      and
      subject to the terms and conditions of this Agreement, the Trustee shall possess
      and be vested with full legal ownership of such Parent Special Voting Share
      and
      shall be entitled to exercise all of the rights and powers of an owner with
      respect to such Parent Special Voting Share provided that the Trustee
      shall:

     

    (a) hold
      such
      Parent Special Voting Share and the legal title thereto as trustee solely for
      the use and benefit of the Beneficiaries in accordance with the provisions
      of
      this Agreement; and

     

    (b) except
      as
      specifically authorized by this Agreement, have no power or authority to sell,
      transfer, vote or otherwise deal in or with such Parent Special Voting Share
      and
      such Parent Special Voting Share shall not be used or disposed of by the Trustee
      for any purpose other than the purposes for which this Trust is created pursuant
      to this Agreement.

     

    Section
      3.2 Legended
      Share Certificates.
      Purchaser will cause each certificate representing Exchangeable Shares to bear
      an appropriate legend notifying the Beneficiaries of their right to instruct
      the
      Trustee with respect to the exercise of the portion of the Voting Rights in
      respect of the Exchangeable Shares held by the Beneficiaries.

     

    Section
      3.3 Safe
      Keeping of Certificate.
      The
      physical certificate representing the Parent Special Voting Share shall at
      all
      times be held in safe keeping by the Trustee or its duly authorized
      agent.

     

    ARTICLE
      4

     

    EXERCISE
      OF VOTING RIGHTS

     

    Section
      4.1 Voting
      Rights. The
      Trustee, as the holder of record of the Parent Special Voting Share forming
      part
      of the Trust Estate, shall be entitled to all of the Voting Rights, including
      the right to vote in person or by proxy the Parent Special Voting Share held
      by
      the Trustee on any matter, question, proposal or proposition whatsoever that
      may
      properly come before the shareholders of Parent at a Parent Meeting or in
      connection with a Parent Consent. The Voting Rights shall be and remain vested
      in and exercised by the Trustee. Subject to Section 6.14 hereof:

     

    (a) the
      Trustee shall exercise the Voting Rights only on the basis of instructions
      received pursuant to this Article 4 from Beneficiaries entitled to instruct
      the
      Trustee as to the voting thereof at the time at which the Parent Meeting is
      held
      or a Parent Consent is sought; and 

     

    (b) to
      the
      extent that no instructions are received from a Beneficiary with respect to
      the
      Voting Rights to which such Beneficiary is entitled, the Trustee shall not
      exercise or permit the exercise of such Voting Rights.

     

    


    
      
        
           

          
          

        

        
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    Section
      4.2 Number
      of Votes. With
      respect to all meetings of shareholders of Parent at which holders of Parent
      Shares are entitled to vote (each, a “Parent
      Meeting”)
      and
      with respect to all written consents sought from Parent’s shareholders,
      including the holders of Parent Shares (each, a “Parent
      Consent”),
      each
      Beneficiary shall be entitled to instruct the Trustee to cast and exercise,
      in
      the manner instructed, a number of votes equal to the Equivalent Vote Amount
      for
      each Exchangeable Share owned of record by such Beneficiary on the record date
      established by Parent or by applicable law for such Parent Meeting or Parent
      Consent, as the case may be (collectively, the “Beneficiary
      Votes”),
      in
      respect of each matter, question, proposal or proposition to be voted on at
      such
      Parent Meeting or consented to in connection with such Parent
      Consent.

     

    Any
      Beneficiary who chooses to attend a Parent Meeting in person will be entitled
      to
      one vote on a show of hands.

     

    Section
      4.3 Mailings
      to Shareholders. With
      respect to each Parent Meeting and Parent Consent, the Trustee will use its
      reasonable commercial efforts promptly to mail or cause to be mailed (or
      otherwise communicate in the same manner as Parent utilizes in communications
      to
      holders of Parent Shares subject to applicable regulatory requirements and
      provided such manner of communications is reasonably available to the Trustee)
      to each of the Beneficiaries named in the List, such mailing or communication
      to
      commence on the same day as the mailing or notice (or other communication)
      with
      respect thereto is commenced by Parent to its shareholders:

     

    (a) a
      copy of
      such notice, together with any related materials, including any proxy or
      information statement, to be provided to shareholders of Parent;

     

    (b) a
      statement that such Beneficiary is entitled to instruct the Trustee as to the
      exercise of the Beneficiary Votes with respect to such Parent Meeting or Parent
      Consent or, pursuant to Section 4.7, to attend such Parent Meeting and to
      exercise personally thereat the Beneficiary Votes of such
      Beneficiary;

     

    (c) a
      statement as to the manner in which such instructions may be given to the
      Trustee, including an express indication that instructions may be given to
      the
      Trustee to give:

     

    (i) a
      proxy
      to such Beneficiary or its designee to exercise personally the Beneficiary
      Votes; or

     

    (ii) a
      proxy
      to a designated agent or other representative of the management of Parent to
      exercise such Beneficiary Votes;

     

    (d) a
      statement that if no such instructions are received from the Beneficiary, the
      Beneficiary Votes to which such Beneficiary is entitled will not be
      exercised;

     

    (e) a
      form of
      direction whereby the Beneficiary may so direct and instruct the Trustee as
      contemplated herein; and 

     

    (f) a
      statement of the time and date by which such instructions must be received
      by
      the Trustee in order to be binding upon it, which in the case of a Parent
      Meeting shall not be earlier than the close of business on the second Business
      Day prior to such meeting, and of the method for revoking or amending such
      instructions.

     

    For
      the
      purpose of determining Beneficiary Votes to which a Beneficiary is entitled
      in
      respect of any Parent Meeting or Parent Consent, the number of Exchangeable
      Shares owned of record by the Beneficiary shall be determined at the close
      of
      business on the record date established by Parent or by applicable law for
      purposes of determining shareholders entitled to vote at such Parent Meeting
      or
      to give written consent in connection with such Parent Consent. Parent will
      notify the Trustee of any decision of the Board of Directors of Parent with
      respect to the calling of any Parent Meeting or the seeking of any Parent
      Consent and shall provide all necessary information and materials to the Trustee
      in each case promptly and in any event in sufficient time to enable the Trustee
      to perform its obligations contemplated by this Section 4.3.

     

    


    
      
        
           

          
          

        

        
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    The
      materials referred to in this Section 4.3 are to be provided to the Trustee
      by
      Parent and the materials referred to in Section 4.3(c), Section 4.3(e) and
      Section 4.3(f) shall be subject to reasonable comment by the Trustee in a timely
      manner. Parent shall ensure that the materials to be provided to the Trustee
      are
      provided in sufficient time to permit the Trustee to comment as aforesaid and
      to
      send all materials to each Beneficiary at the same time as such materials are
      first sent to holders of Parent Shares. Parent agrees not to communicate with
      holders of Parent Shares with respect to the materials referred to in this
      Section 4.3 otherwise than by mail unless such method of communication is also
      reasonably available to the Trustee for communication with the Beneficiaries.
      Notwithstanding the foregoing, Parent may at its option exercise the duties
      of
      the Trustee to deliver copies of all materials to each Beneficiary as required
      by this Section 4.3 so long as in each case Parent delivers a certificate to
      the
      Trustee stating that Parent has undertaken to perform the obligations set forth
      in this Section 4.3.

     

    Section
      4.4 Copies
      of Shareholder Information. Parent
      will deliver to the Trustee copies of all proxy materials (including notices
      of
      Parent Meetings but excluding proxies to vote Parent Shares), information
      statements, reports (including all interim and annual financial statements)
      and
      other written communications that, in each case, are to be distributed from
      time
      to time to holders of Parent Shares in sufficient quantities and in sufficient
      time so as to enable the Trustee to send those materials to each Beneficiary,
      to
      the extent possible, at the same time as such materials are first sent to
      holders of Parent Shares. The Trustee will mail or otherwise send to each
      Beneficiary, at the expense of Parent, copies of all such materials (and all
      materials specifically directed to the Beneficiaries or to the Trustee for
      the
      benefit of the Beneficiaries by Parent) received by the Trustee from Parent,
      to
      the extent possible, at the same time as such materials are sent to holders
      of
      Parent Shares. The Trustee will make copies of all such materials available
      for
      inspection by any Beneficiary at the Trustee’s principal office in Calgary,
      Alberta. Notwithstanding the foregoing, Parent at its option may exercise the
      duties of the Trustee to deliver copies of all materials to each Beneficiary
      as
      required by this Section 4.4 so long as in each case Parent delivers a
      certificate to the Trustee stating that Parent has undertaken to perform the
      obligations set forth in this Section 4.4.

     

    Section
      4.5 Other
      Materials. As
      soon
      as reasonably practicable after receipt by Parent or holders of Parent Shares
      (if such receipt is known by Parent) of any material sent or given by or on
      behalf of a third party to holders of Parent Shares generally, including
      dissident proxy and information circulars (and related information and material)
      and tender and exchange offer circulars (and related information and material),
      Parent shall use its reasonable best efforts to obtain and deliver to the
      Trustee copies thereof in sufficient quantities so as to enable the Trustee
      to
      forward such material (unless the same has been provided directly to
      Beneficiaries by such third party) to each Beneficiary as soon as possible
      thereafter. As soon as reasonably practicable after receipt thereof, the Trustee
      will mail or otherwise send to each Beneficiary, at the expense of Parent,
      copies of all such materials received by the Trustee from Parent. The Trustee
      will also make available for inspection by any Beneficiary at the Trustee’s
      principal office in Calgary, Alberta, copies of all such materials.
      Notwithstanding the foregoing, Parent at its option may exercise the duties
      of
      the Trustee to deliver copies of all such materials to each Beneficiary as
      required by this Section 4.5 so long as in each case Parent delivers a
      certificate to the Trustee stating that Parent has undertaken to perform the
      obligations set forth in this Section 4.5.

     

    


    
      
        
           

          
          

        

        
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    Section
      4.6 List
      of Persons Entitled to Vote. Purchaser
      shall, (a) prior to each annual and special Parent Meeting or the seeking of
      any
      Parent Consent and (b) forthwith upon each request made at any time by the
      Trustee in writing, prepare or cause to be prepared a list (a “List”)
      of the
      names and addresses of the Beneficiaries arranged in alphabetical order and
      showing the number of Exchangeable Shares held of record by each such
      Beneficiary, in each case at the close of business on the date specified by
      the
      Trustee in such request or, in the case of a List prepared in connection with
      a
      Parent Meeting or a Parent Consent, at the close of business on the record
      date
      established by Parent or pursuant to applicable law for determining the holders
      of Parent Shares entitled to receive notice of and/or to vote at such Parent
      Meeting or to give consent in connection with such Parent Consent. Each such
      List shall be delivered to the Trustee promptly after receipt by Purchaser
      of
      such request or the record date for such meeting or seeking of consent, as
      the
      case may be, and in any event within sufficient time as to permit the Trustee
      to
      perform its obligations under this Agreement. Parent agrees to give Purchaser
      notice (with a copy to the Trustee) of the calling of any Parent Meeting or
      the
      seeking of any Parent Consent by Parent or its management, together with the
      record dates therefor, sufficiently prior to the date of the calling of such
      meeting or seeking of such consent so as to enable Purchaser to perform its
      obligations under this Section 4.6.

     

    Section
      4.7 Entitlement
      to Direct Votes. Any
      Beneficiary named in a List prepared in connection with any Parent Meeting
      or
      Parent Consent will be entitled (a) to instruct the Trustee in the manner
      described in Section 4.2 with respect to the exercise of the Beneficiary Votes
      to which such Beneficiary is entitled or (b) to attend such meeting and
      personally exercise thereat (or to personally exercise with respect to any
      Parent Consent), as the proxy of the Trustee, the Beneficiary Votes to which
      such Beneficiary is entitled.

     

    Section
      4.8 Voting
      by Trustee and Attendance of Trustee Representative at
      Meeting.

     

    (a) In
      connection with each Parent Meeting and Parent Consent, the Trustee shall
      exercise, either in person or by proxy, in accordance with the instructions
      received from a Beneficiary pursuant to Section 4.2, the Beneficiary Votes
      as to
      which such Beneficiary is entitled to direct the vote (or any lesser number
      thereof as may be set forth in the instructions); provided, however, that such
      written instructions are received by the Trustee from the Beneficiary prior
      to
      the time and date fixed by the Trustee for receipt of such instruction in the
      notice given by the Trustee to the Beneficiary pursuant to Section
      4.3.

     

    (b) The
      Trustee shall cause a representative who is empowered by it to sign and deliver,
      on behalf of the Trustee, proxies for Voting Rights to attend each Parent
      Meeting. Upon submission by a Beneficiary (or its designee) of identification
      satisfactory to the Trustee’s representative, and at the Beneficiary’s request,
      such representative shall sign and deliver to such Beneficiary (or its designee)
      a proxy to exercise personally the Beneficiary Votes as to which such
      Beneficiary is otherwise entitled hereunder to direct the vote, if such
      Beneficiary either (i) has not previously given the Trustee instructions
      pursuant to Section 4.2 in respect of such meeting or (ii) submits to such
      representative written revocation of any such previous instructions. At such
      meeting, upon receipt of a proxy from the Trustee’s representative, the
      Beneficiary exercising such Beneficiary Votes shall have the same rights as
      the
      Trustee to speak at the meeting in respect of any matter, question, proposal
      or
      proposition, to vote by way of ballot at the meeting in respect of any matter,
      question, proposal or proposition, and to vote at such meeting by way of a
      show
      of hands in respect of any matter, question or proposition.

     

    Section
      4.9 Distribution
      of Written Materials. Any
      written materials distributed by or on behalf of the Trustee pursuant to this
      Agreement shall be sent by mail (or otherwise communicated in the same manner
      as
      Parent utilizes in communications to holders of Parent Shares, subject to
      applicable regulatory requirements and provided such manner of communications
      is
      reasonably available to the Trustee) to each Beneficiary at its address as
      shown
      on the books of Purchaser. Parent agrees not to communicate with holders of
      Parent Shares with respect to such written material otherwise than by mail
      unless such method of communication is also reasonably available to the Trustee
      for communication with the Beneficiaries. Purchaser shall provide or cause
      to be
      provided to the Trustee for purposes of communication, on a timely basis and
      without charge or other expense:

     

    


    
      
        
           

          
          

        

        
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    (a) a
      current
      List; and

     

    (b) upon
      the
      request of the Trustee, mailing labels to enable the Trustee to carry out its
      duties under this Agreement.

     

    Purchaser’s
      obligations under this Section 4.9 shall be deemed satisfied to the extent
      Parent exercises its option to perform the duties of the Trustee to deliver
      copies of materials to each Beneficiary and Purchaser provides the required
      information and materials to Parent.

     

    Section
      4.10 Termination
      of Voting Rights. Except
      as
      otherwise provided herein or in the Exchangeable Share Provisions, all of the
      rights of a Beneficiary with respect to the Beneficiary Votes exercisable in
      respect of the Exchangeable Shares held by such Beneficiary, including the
      right
      to instruct the Trustee as to the voting of or to vote personally such
      Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to
      Parent or Canco, as the case may be, and such Beneficiary Votes and the Voting
      Rights represented thereby shall cease and be terminated immediately, upon
      the
      delivery by such Beneficiary to the Trustee of the certificates representing
      such Exchangeable Shares in connection with the exercise by the Beneficiary
      of
      the Exchange Right or upon the occurrence of the automatic exchange of
      Exchangeable Shares for Parent Shares, as specified in Article 5 (unless, in
      either case, Parent shall not have delivered the Exchangeable Share
      Consideration deliverable in exchange therefor to the Trustee for delivery
      to
      the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant
      to
      Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the
      effective date of the liquidation, dissolution or winding up of Purchaser
      pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase
      of Exchangeable Shares from the holder thereof by Canco pursuant to the exercise
      by Canco of the Retraction Call Right, the Redemption Call Right or the
      Liquidation Call Right, or upon the purchase of Exchangeable Shares from the
      holders thereof by Parent or Canco pursuant to the exercise by Parent or Canco
      of the Change of Law Call Right.

     

    ARTICLE
      5

     

    EXCHANGE
      RIGHT AND AUTOMATIC EXCHANGE

     

    Section
      5.1 Grant
      and Ownership of the Exchange Right. Parent
      hereby grants to the Trustee as trustee for and on behalf of, and for the use
      and benefit of, the Beneficiaries the right (the “Exchange
      Right”),
      upon
      the occurrence and during the continuance of an Insolvency Event, to require
      Parent to purchase from each or any Beneficiary all or any part of the
      Exchangeable Shares held by such Beneficiary and the Rights upon Automatic
      Exchange, all in accordance with the provisions of this Agreement. Parent hereby
      acknowledges receipt from the Trustee as trustee for and on behalf of the
      Beneficiaries of good and valuable consideration (and the adequacy thereof)
      for
      the grant of the Exchange Right and the Rights upon Automatic Exchange by Parent
      to the Trustee. During the term of the Trust and subject to the terms and
      conditions of this Agreement, the Trustee shall possess and be vested with
      full
      legal ownership of the Exchange Right and the Rights upon Automatic Exchange
      and
      shall be entitled to exercise all of the rights and powers of an owner with
      respect to the Exchange Right and the Rights upon Automatic Exchange, provided
      that the Trustee shall:

     

    


    
      
        
           

          
          

        

        
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    (a) hold
      the
      Exchange Right and the Rights upon Automatic Exchange and the legal title
      thereto as trustee solely for the use and benefit of the Beneficiaries in
      accordance with the provisions of this Agreement; and

     

    (b) except
      as
      specifically authorized by this Agreement, have no power or authority to
      exercise or otherwise deal in or with the Exchange Right or the Rights upon
      Automatic Exchange, and the Trustee shall not exercise any such rights for
      any
      purpose other than the purposes for which the Trust is created pursuant to
      this
      Agreement.

     

    Section
      5.2 Legended
      Share Certificates. Purchaser
      will cause each certificate representing Exchangeable Shares to bear an
      appropriate legend notifying the Beneficiaries of:

     

    (a) their
      right to instruct the Trustee with respect to the exercise of the Exchange
      Right
      in respect of the Exchangeable Shares held by a Beneficiary; and

     

    (b) the
      Rights upon Automatic Exchange.

     

    Section
      5.3 General
      Exercise of Exchange Right. The
      Exchange Right shall be and remain vested in and exercisable by the Trustee.
      Subject to Section 6.14, the Trustee shall exercise the Exchange Right only
      on
      the basis of instructions received pursuant to this Article 5 from Beneficiaries
      entitled to instruct the Trustee as to the exercise thereof. To the extent
      that
      no instructions are received from a Beneficiary with respect to the Exchange
      Right, the Trustee shall not exercise or permit the exercise of the Exchange
      Right.

     

    Section
      5.4 Purchase
      Price. The
      purchase price payable by Parent for each Exchangeable Share to be purchased
      by
      Parent under the Exchange Right shall be an amount per share equal to the
      Exchangeable Share Price on the last Business Day prior to the day of closing
      of
      the purchase and sale of such Exchangeable Share under the Exchange Right.
      In
      connection with each exercise of the Exchange Right, Parent shall provide to
      the
      Trustee an Officer’s Certificate setting forth the calculation of the
      Exchangeable Share Price for each Exchangeable Share. The Exchangeable Share
      Price for each such Exchangeable Share so purchased may be satisfied only by
      Parent delivering or causing to be delivered to the Trustee, on behalf of the
      relevant Beneficiary, the Exchangeable Share Consideration representing the
      total Exchangeable Share Price. Upon payment by Parent of such purchase price
      to
      the Trustee for the benefit of the Beneficiary, the relevant Beneficiary shall
      cease to have any right to be paid any amount in respect of declared and unpaid
      dividends on each such Exchangeable Share by Purchaser.

     

    Section
      5.5 Exercise
      Instructions. Subject
      to the terms and conditions herein set forth, a Beneficiary shall be entitled,
      upon the occurrence and during the continuance of an Insolvency Event, to
      instruct the Trustee to exercise the Exchange Right with respect to all or
      any
      part of the Exchangeable Shares registered in the name of such Beneficiary
      on
      the books of Purchaser. To cause the exercise of the Exchange Right by the
      Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified
      or registered mail, at its principal office in Calgary, Alberta or at such
      other
      places in Canada as the Trustee may from time to time designate by written
      notice to the Beneficiaries, the certificates representing the Exchangeable
      Shares which such Beneficiary desires Parent to purchase, duly endorsed in
      blank
      for transfer, and accompanied by such other documents and instruments as may
      be
      required to effect a transfer of Exchangeable Shares under the Act and the
      by
      laws of Purchaser and such additional documents and instruments as the Trustee,
      Purchaser and Parent may reasonably require together with (a) a duly completed
      form of notice of exercise of the Exchange Right, contained on the reverse
      of or
      attached to the Exchangeable Share certificates, stating (i) that the
      Beneficiary thereby instructs the Trustee to exercise the Exchange Right so
      as
      to require Parent to purchase from the Beneficiary the number of Exchangeable
      Shares specified therein, (ii) that such Beneficiary has good title to and
      owns
      all such Exchangeable Shares to be acquired by Parent free and clear of all
      liens, claims, security interests and encumbrances, (iii) the names in which
      the
      certificates representing Parent Shares issuable in connection with the exercise
      of the Exchange Right are to be issued and (iv) the names and addresses of
      the
      persons to whom such new certificates should be delivered, and (b) payment
      (or
      evidence satisfactory to the Trustee, Purchaser and Parent of payment) of the
      taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If
      only
      a part of the Exchangeable Shares represented by any certificate or certificates
      delivered to the Trustee are to be purchased by Parent under the Exchange Right,
      a new certificate for the balance of such Exchangeable Shares shall be issued
      to
      the holder at the expense of Purchaser.

     

    


    
      
        
           

          
          

        

        
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    Section
      5.6 Delivery
      of Parent Shares; Effect of Exercise. Promptly
      after the receipt by the Trustee of the certificates representing the
      Exchangeable Shares which the Beneficiary desires Parent to purchase under
      the
      Exchange Right, together with such documents and instruments of transfer and
      a
      duly completed form of notice of exercise of the Exchange Right (and payment
      of
      taxes, if any payable as contemplated by Section 5.8 or evidence thereof),
      duly
      endorsed for transfer to Parent, the Trustee shall notify Parent and Purchaser
      of its receipt of the same, which notice to Parent and Purchaser shall
      constitute exercise of the Exchange Right by the Trustee on behalf of the
      Beneficiary in respect of such Exchangeable Shares, and Parent shall promptly
      thereafter deliver or cause to be delivered to the Trustee, for delivery to
      the
      Beneficiary in respect of such Exchangeable Shares (or to such other persons,
      if
      any, properly designated by such Beneficiary) the Exchangeable Share
      Consideration deliverable in connection with the exercise of the Exchange Right;
      provided, however, that no such delivery shall be made unless and until the
      Beneficiary requesting the same shall have paid (or provided evidence
      satisfactory to the Trustee, Purchaser and Parent of the payment of) the taxes
      (if any) payable as contemplated by Section 5.8 of this Agreement. Immediately
      upon the giving of notice by the Trustee to Parent and Purchaser of the exercise
      of the Exchange Right, as provided in this Section 5.6, the closing of the
      transaction of purchase and sale contemplated by the Exchange Right shall be
      deemed to have occurred, and the Beneficiary of such Exchangeable Shares shall
      be deemed to have transferred to Parent all of such Beneficiary’s right, title
      and interest in and to such Exchangeable Shares and in the related interest
      in
      the Trust Estate and shall cease to be a holder of such Exchangeable Shares
      and
      shall not be entitled to exercise any of the rights of a holder in respect
      thereof, other than the right to receive his proportionate part of the total
      Exchangeable Share Consideration therefor, unless such Exchangeable Share
      Consideration is not delivered by Parent to the Trustee for delivery to such
      Beneficiary (or to such other person, if any, properly designated by such
      Beneficiary) within three Business Days of the date of the giving of such notice
      by the Trustee, in which case the rights of the Beneficiary shall remain
      unaffected until such Exchangeable Share Consideration is delivered by Parent
      and any cheque included therein is paid. Upon delivery of such Exchangeable
      Share Consideration by Parent to the Trustee, the Trustee shall promptly deliver
      such Exchangeable Share Consideration to such Beneficiary (or to such other
      person, if any, properly designated by such Beneficiary). Concurrently with
      such
      Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary
      shall
      be considered and deemed for all purposes to be the holder of the Parent Shares
      delivered to it pursuant to the Exchange Right.

     

    Section
      5.7 Exercise
      of Exchange Right Subsequent to Retraction. In
      the
      event that a Beneficiary has exercised its right under Article 6 of the
      Exchangeable Share Provisions to require Purchaser to redeem any or all of
      the
      Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is
      notified by Purchaser pursuant to Section 6.6 of the Exchangeable Share
      Provisions that Purchaser will not be permitted as a result of solvency
      requirements of applicable law to redeem all such Retracted Shares, and provided
      that Canco shall not have exercised the Retraction Call Right with respect
      to
      the Retracted Shares and that the Beneficiary has not revoked the retraction
      request delivered by the Beneficiary to Purchaser pursuant to Section 6.7 of
      the
      Exchangeable Share Provisions, and provided further that the Trustee has
      received written notice of same from Purchaser or Parent, the retraction request
      will constitute and will be deemed to constitute notice from the Beneficiary
      to
      the Trustee instructing the Trustee to exercise the Exchange Right with respect
      to those Retracted Shares that Purchaser is unable to redeem. In any such event,
      Purchaser hereby agrees with the Trustee and in favour of the Beneficiary
      promptly to forward or cause to be forwarded to the Trustee all relevant
      materials delivered by the Beneficiary to Purchaser or to the transfer agent
      of
      the Exchangeable Shares (including a copy of the retraction request delivered
      pursuant to Section 6.7 of the Exchangeable Share Provisions) in connection
      with
      such proposed redemption of the Retracted Shares and the Trustee will thereupon
      exercise the Exchange Right with respect to the Retracted Shares that Purchaser
      is not permitted to redeem and will require Parent to purchase such shares
      in
      accordance with the provisions of this Article 5.

     

    


    
      
        
           

          
          

        

        
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    Section
      5.8 Stamp
      or Other Transfer Taxes. Upon
      any
      sale of Exchangeable Shares to Parent pursuant to the Exchange Right or the
      Rights upon Automatic Exchange, the share certificate or certificates
      representing Parent Shares to be delivered in connection with the payment of
      the
      purchase price therefor shall be issued in the name of the Beneficiary in
      respect of the Exchangeable Shares so sold or in such names as such Beneficiary
      may otherwise direct in writing without charge to the holder of the Exchangeable
      Shares so sold; provided, however, that such Beneficiary (a) shall pay (and
      none
      of Parent, Purchaser or the Trustee shall be required to pay) any documentary,
      stamp, transfer or other taxes that may be payable in respect of any transfer
      involved in the issuance or delivery of such shares to a person other than
      such
      Beneficiary or (b) shall have evidenced to the satisfaction of Parent that
      such
      taxes, if any, have been paid.

     

    Section
      5.9 Notice
      of Insolvency Event. As
      soon
      as practicable following the occurrence of an Insolvency Event or any event
      that
      with the giving of notice or the passage of time or both would be an Insolvency
      Event, Purchaser and Parent shall give written notice thereof to the Trustee.
      As
      soon as practicable following the receipt of notice from Purchaser and Parent
      of
      the occurrence of an Insolvency Event, or upon the Trustee becoming aware of
      an
      Insolvency Event, the Trustee will mail to each Beneficiary, at the expense
      of
      Parent (such funds to be received in advance), a notice of such Insolvency
      Event
      in the form provided by Parent, which notice shall contain a brief statement
      of
      the rights of the Beneficiaries with respect to the Exchange Right.

     

    Section
      5.10 Qualification
      of Parent Shares. Parent
      covenants that if any Parent Shares issuable pursuant to the Exchange Right
      or
      the Rights upon Automatic Exchange require registration or qualification with
      or
      approval of or the filing of any document, including any registration statement,
      prospectus or similar document, or the taking of any proceeding with or the
      obtaining of any order, ruling or consent from any governmental or regulatory
      authority under any Canadian or United States federal, provincial, territorial
      or state law or regulation or pursuant to the rules and regulations of any
      regulatory authority or stock exchange or the fulfilment of any other Canadian
      or United States federal, provincial, territorial or state legal requirement
      before such shares may be issued and delivered by Parent to the initial holder
      thereof or in order that such shares may be freely traded thereafter (other
      than
      any restrictions of general application on transfer by reason of a holder being
      a “control person” of Parent for purposes of Canadian provincial securities law
      or an “affiliate” of Parent for purposes of United States federal or state
      securities law), Parent will in good faith use its reasonable best efforts
      to
      take all such actions and do all such things as are necessary or desirable
      to
      cause such Parent Shares to be and remain duly registered, qualified or approved
      under United States and/or Canadian law, as the case may be, to the extent
      provided in the Arrangement Agreement. Parent will use its reasonable best
      efforts and in good faith expeditiously take all such actions and do all such
      things as are reasonably necessary or desirable to cause all Parent Shares
      to be
      delivered pursuant to the Exchange Right or the Rights upon Automatic Exchange
      to be listed, quoted or posted for trading on all stock exchanges and quotation
      systems on which outstanding Parent Shares are listed, quoted or posted for
      trading at such time.

     

    


    
      
        
           

          
          

        

        
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    Section
      5.11 Parent
      Shares. Parent
      hereby represents, warrants and covenants that the Parent Shares issuable to
      Beneficiaries as described herein will be duly authorized and validly issued,
      fully paid and non assessable and shall be free and clear of any lien, claim
      or
      encumbrance.

     

    Section
      5.12 Automatic
      Exchange on Liquidation of Parent.

     

    (a) Parent
      will give the Trustee written notice of each of the following events at the
      time
      set forth below:

     

    (i) in
      the
      event of any determination by the Board of Directors of Parent to institute
      voluntary liquidation, dissolution or winding up proceedings with respect to
      Parent or to effect any other distribution of assets of Parent among its
      shareholders for the purpose of winding up its affairs, at least 60 days prior
      to the proposed effective date of such liquidation, dissolution, winding up
      or
      other distribution; and

     

    (ii) promptly
      following the earlier of (A) receipt by Parent of notice of, and (B) Parent
      otherwise becoming aware of, any threatened or instituted claim, suit, petition
      or other proceedings with respect to the involuntary liquidation, dissolution
      or
      winding up of Parent or to effect any other distribution of assets of Parent
      among its shareholders for the purpose of winding up its affairs, in each case
      where Parent has failed to contest in good faith any such proceeding commenced
      in respect of Parent within 30 days of becoming aware thereof.

     

    (b) Promptly
      following receipt by the Trustee from Parent of notice of any event (a
“Liquidation
      Event”)
      contemplated by Section 5.12(a) above, the Trustee will give notice thereof
      to
      the Beneficiaries. Such notice shall be provided to the Trustee by Parent and
      shall include a brief description of rights of the Beneficiaries with respect
      to
      the Rights upon Automatic Exchange provided for in Section 5.12(c).

     

    (c) In
      order
      that the Beneficiaries will be able to participate on a pro rata basis with
      the
      holders of Parent Shares in the distribution of assets of Parent in connection
      with a Liquidation Event, immediately prior to the effective time (the
“Liquidation
      Event Effective Time”)
      of a
      Liquidation Event all of the then outstanding Exchangeable Shares shall be
      automatically exchanged for Parent Shares. To effect such automatic exchange,
      Parent shall purchase each Exchangeable Share outstanding immediately prior
      to
      the Liquidation Event Effective Time and held by Beneficiaries, and each
      Beneficiary shall sell the Exchangeable Shares held by such Beneficiary at
      such
      time, for a purchase price per share equal to the Exchangeable Share Price
      applicable at that time. Parent shall provide the Trustee with an Officer’s
      Certificate in connection with any automatic exchange setting forth the
      calculation of the Exchangeable Share Price for each Exchangeable
      Share.

     

    (d) The
      closing of the transaction of purchase and sale contemplated by the automatic
      exchange of Exchangeable Shares for Parent Shares shall be deemed to have
      occurred immediately prior to the Liquidation Event Effective Time, and each
      Beneficiary shall be deemed to have transferred to Parent all of the
      Beneficiary’s right, title and interest in and to such Beneficiary’s
      Exchangeable Shares and the related interest in the Trust Estate. Any right
      of
      each such Beneficiary to receive declared and unpaid dividends from Purchaser
      shall be deemed to be satisfied and discharged and each such Beneficiary shall
      cease to be a holder of such Exchangeable Shares and Parent shall deliver to
      the
      Beneficiary the Exchangeable Share Consideration deliverable upon the automatic
      exchange of Exchangeable Shares. Concurrently with such Beneficiary ceasing
      to
      be a holder of Exchangeable Shares, the Beneficiary shall be considered and
      deemed for all purposes to be the holder of the Parent Shares issued pursuant
      to
      the automatic exchange of Exchangeable Shares for Parent Shares and the
      certificates held by the Beneficiary previously representing the Exchangeable
      Shares exchanged by the Beneficiary with Parent pursuant to such automatic
      exchange shall thereafter be deemed to represent Parent Shares issued to the
      Beneficiary by Parent pursuant to such automatic exchange. Upon the request
      of a
      Beneficiary and the surrender by the Beneficiary of Exchangeable Share
      certificates deemed to represent Parent Shares, duly endorsed in blank and
      accompanied by such instruments of transfer as Parent may reasonably require,
      Parent shall deliver or cause to be delivered to the Beneficiary certificates
      representing Parent Shares of which the Beneficiary is the holder.

     

    


    
      
        
           

          
          

        

        
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    Section
      5.13 Withholding
      Rights. Parent,
      Purchaser and the Trustee shall be entitled to deduct and withhold from any
      consideration otherwise payable under this Agreement to any holder of
      Exchangeable Shares or Parent Shares such amounts as Parent, Purchaser or the
      Trustee is required to deduct and withhold with respect to such payment under
      the Income Tax Act (Canada), the United States Internal Revenue Code of 1986
      or
      any provision of federal, provincial, state, local or foreign tax law, in each
      case as amended or succeeded. The Trustee may act on the advice of counsel
      with
      respect to such matters. To the extent that amounts are so withheld, such
      withheld amounts shall be treated for all purposes as having been paid to the
      holder of the shares in respect of which such deduction and withholding was
      made, provided that such withheld amounts are actually remitted to the
      appropriate taxing authority. Parent, Purchaser and the Trustee are hereby
      authorized to sell or otherwise dispose of such portion of the consideration
      as
      is necessary to provide sufficient funds to Parent, Purchaser or the Trustee,
      as
      the case may be, to enable it to comply with such deduction or withholding
      requirement and Parent, Purchaser or the Trustee shall notify the holder thereof
      and remit to such holder any unapplied balance of the net proceeds of such
      sale.


     

    ARTICLE
      6

     

    CONCERNING
      THE TRUSTEE

     

    Section
      6.1 Powers
      and Duties of the Trustee. The
      rights, powers, duties and authorities of the Trustee under this Agreement,
      in
      its capacity as trustee of the Trust, shall include:

     

    (a) receipt
      and deposit of the Parent Special Voting Share from Parent as trustee for and
      on
      behalf of the Beneficiaries in accordance with the provisions of this
      Agreement;

     

    (b) granting
      proxies and distributing materials to Beneficiaries as provided in this
      Agreement;

     

    (c) casting
      and exercising the Beneficiary Votes in accordance with the provisions of this
      Agreement;

     

    (d) receiving
      the grant of the Exchange Right and the Rights upon Automatic Exchange from
      Parent as trustee for and on behalf of the Beneficiaries in accordance with
      the
      provisions of this Agreement;

     

    (e) exercising
      the Exchange Right and enforcing the benefit of the Rights upon Automatic
      Exchange, in each case in accordance with the provisions of this Agreement,
      and
      in connection therewith receiving from Beneficiaries Exchangeable Shares and
      other requisite documents and distributing to such Beneficiaries Parent Shares
      and cheques, if any, to which such Beneficiaries are entitled upon the exercise
      of the Exchange Right or pursuant to the Rights upon Automatic Exchange, as
      the
      case may be;

     

    (f) holding
      title to the Trust Estate;

     

    


    
      
        
           

          
          

        

        
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    (g) investing
      any moneys forming, from time to time, a part of the Trust Estate as provided
      in
      this Agreement;

     

    (h) taking
      action on its own initiative or at the direction of a Beneficiary or
      Beneficiaries to enforce the obligations of Parent and Purchaser under this
      Agreement; and

     

    (i) taking
      such other actions and doing such other things as are specifically provided
      in
      this Agreement.

     

    In
      the
      exercise of such rights, powers, duties and authorities, the Trustee shall
      have
      (and is granted) such incidental and additional rights, powers, duties and
      authority not in conflict with any of the provisions of this Agreement as the
      Trustee, acting in good faith and in the reasonable exercise of its discretion,
      may deem necessary, appropriate or desirable to effect the purpose of the Trust.
      Any exercise of such discretionary rights, powers, duties and authorities by
      the
      Trustee shall be final, conclusive and binding upon all persons.

     

    The
      Trustee in exercising its rights, powers, duties and authorities hereunder
      shall
      act honestly and in good faith and with a view to the best interests of the
      Beneficiaries and shall exercise the care, diligence and skill that a reasonably
      prudent trustee would exercise in comparable circumstances.

     

    The
      Trustee shall not be bound to give notice or do or take any act, action or
      proceeding by virtue of the powers conferred on it hereby unless and until
      it
      shall be specifically required to do so under the terms hereof, nor shall the
      Trustee be required to take any notice of, or to do, or to take any act, action
      or proceeding as a result of any default or breach of any provision hereunder,
      unless and until notified in writing of such default or breach, which notices
      shall distinctly specify the default or breach desired to be brought to the
      attention of the Trustee, and in the absence of such notice the Trustee may
      for
      all purposes of this Agreement conclusively assume that no default or breach
      has
      been made in the observance or performance of any of the representations,
      warranties, covenants, agreements or conditions contained herein.

     

    Section
      6.2 No
      Conflict of Interest. The
      Trustee represents to Parent and Purchaser that at the date of execution and
      delivery of this Agreement there exists no material conflict of interest in
      the
      role of the Trustee as a fiduciary hereunder and the role of the Trustee in
      any
      other capacity. The Trustee shall, within 90 days after it becomes aware that
      such material conflict of interest exists, either eliminate such material
      conflict of interest or resign in the manner and with the effect specified
      in
      Article 9. If, notwithstanding the foregoing provisions of this Section 6.2,
      the
      Trustee has such a material conflict of interest, the validity and
      enforceability of this Agreement shall not be affected in any manner whatsoever
      by reason only of the existence of such material conflict of interest. If the
      Trustee contravenes the foregoing provisions of this Section 6.2, any interested
      party may apply to the Court of Queen’s Bench of Alberta for an order that the
      Trustee be replaced as trustee hereunder.

     

    Section
      6.3 Dealings
      with Transfer Agents, Registrars, Etc. Parent
      and Purchaser irrevocably authorize the Trustee, from time to time,
      to:

     

    (a) consult,
      communicate and otherwise deal with the respective registrars and transfer
      agents, and with any such subsequent registrar or transfer agent, of the
      Exchangeable Shares and Parent Shares; and

     

    (b) requisition,
      from time to time, (i) from any such registrar or transfer agent any information
      readily available from the records maintained by it which the Trustee may
      reasonably require for the discharge of its duties and responsibilities under
      this Agreement and (ii) from the transfer agent of Parent Shares, and any
      subsequent transfer agent of such shares, the share certificates issuable upon
      the exercise from time to time of the Exchange Right and pursuant to the Rights
      upon Automatic Exchange.

     

    


    
      
        
           

          
          

        

        
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    Parent
      and Purchaser irrevocably authorize their respective registrars and transfer
      agents to comply with all such requests. Parent covenants that it will supply
      its transfer agent with duly executed share certificates for the purpose of
      completing the exercise from time to time of the Exchange Right and the Rights
      upon Automatic Exchange.

     

    Section
      6.4 Books
      and Records. The
      Trustee shall keep available for inspection by Parent and Purchaser at the
      Trustee’s principal office in Calgary, Alberta correct and complete books and
      records of account relating to the Trust created by this Agreement, including
      all relevant data relating to mailings and instructions to and from
      Beneficiaries and all transactions pursuant to the Exchange Right and the Rights
      upon Automatic Exchange. On or before January 15 in every year, so long as
      any
      Parent Shares are on deposit with the Trustee, the Trustee shall transmit to
      Parent and Purchaser a brief report, dated as of the preceding December 31,
      with
      respect to:

     

    (a) the
      property and funds comprising the Trust Estate as of that date;

     

    (b) the
      number of exercises of the Exchange Right, if any, and the aggregate number
      of
      Exchangeable Shares received by the Trustee on behalf of Beneficiaries in
      consideration of the issuance by Parent of Parent Shares in connection with
      the
      Exchange Right, during the calendar year ended on such December 31;
      and

     

    (c) any
      action taken by the Trustee in the performance of its duties under this
      Agreement which it had not previously reported and which, in the Trustee’s
      opinion, materially affects the Trust Estate.

     

    Section
      6.5 Indemnification
      Prior to Certain Actions by Trustee. The
      Trustee shall exercise any or all of the rights, duties, powers or authorities
      vested in it by this Agreement at the request, order or direction of any
      Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding,
      security or indemnity against the costs, expenses and liabilities which may
      be
      incurred by the Trustee therein or thereby, provided that no Beneficiary shall
      be obligated to furnish to the Trustee any such security or indemnity in
      connection with the exercise by the Trustee of any of its rights, duties, powers
      and authorities with respect to the Parent Special Voting Share held by the
      Trustee pursuant to Article 4, subject to Section 6.14, with respect to the
      Exchange Right pursuant to Article 5, subject to Section 6.14, and with respect
      to the Rights upon Automatic Exchange pursuant to Article 5, subject to Section
      6.14.

     

    None
      of
      the provisions contained in this Agreement shall require the Trustee to expend
      or risk its own funds or otherwise incur financial liability in the exercise
      of
      any of its rights, powers, duties, or authorities unless funded, given security
      or indemnified as aforesaid.

     

    Section
      6.6 Action
      of Beneficiaries. No
      Beneficiary shall have the right to institute any action, suit or proceeding
      or
      to exercise any other remedy authorized by this Agreement for the purpose of
      enforcing any of its rights or for the execution of any trust or power hereunder
      unless the Beneficiary has requested the Trustee to take or institute such
      action, suit or proceeding and furnished the Trustee with the funding, security
      or indemnity required by Section 6.5 and the Trustee shall have failed to act
      within a reasonable time thereafter. In such case, but not otherwise, the
      Beneficiary shall be entitled to take proceedings in any court of competent
      jurisdiction such as the Trustee might have taken; it being understood and
      intended that no one or more Beneficiaries shall have any right in any manner
      whatsoever to affect, disturb or prejudice the rights hereby created by any
      such
      action, or to enforce any right hereunder or the Voting Rights, the Exchange
      Rights or the Rights upon Automatic Exchange except subject to the conditions
      and in the manner herein provided, and that all powers and trusts hereunder
      shall be exercised and all proceedings at law shall be instituted, had and
      maintained by the Trustee, except only as herein provided, and in any event
      for
      the equal benefit of all Beneficiaries.

     

    


    
      
        
           

          
          

        

        
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    Section
      6.7 Reliance
      Upon Declarations. The
      Trustee shall not be considered to be in contravention of any of its rights,
      powers, duties and authorities hereunder if, when required, it acts and relies
      in good faith upon statutory declarations, certificates, opinions, Lists,
      reports or other papers or documents furnished pursuant to the provisions hereof
      or required by the Trustee to be furnished to it in the exercise of its rights,
      powers, duties and authorities hereunder if such statutory declarations,
      certificates, opinions, Lists, reports or other papers or documents comply
      with
      the provisions of Section 6.8, if applicable, and with any other applicable
      provisions of this Agreement.

     

    Section
      6.8 Evidence
      and Authority to Trustee. Parent
      and/or Purchaser shall furnish to the Trustee evidence of compliance with the
      conditions provided for in this Agreement relating to any action or step
      required or permitted to be taken by Parent and/or Purchaser or the Trustee
      under this Agreement or as a result of any obligation imposed under this
      Agreement, including in respect of the Voting Rights or the Exchange Right
      or
      the Rights upon Automatic Exchange and the taking of any other action to be
      taken by the Trustee at the request of or on the application of Parent and/or
      Purchaser promptly if and when:

     

    (a) such
      evidence is required by any other section of this Agreement to be furnished
      to
      the Trustee in accordance with the terms of this Section 6.8; or

     

    (b) the
      Trustee, in the exercise of its rights, powers, duties and authorities under
      this Agreement, gives Parent and/or Purchaser written notice requiring it to
      furnish such evidence in relation to any particular action or obligation
      specified in such notice.

     

    Such
      evidence shall consist of an Officer’s Certificate of Parent and/or Purchaser or
      a statutory declaration or a certificate made by persons entitled to sign an
      Officer’s Certificate stating that any such condition has been complied with in
      accordance with the terms of this Agreement.

     

    Whenever
      such evidence relates to a matter other than the Voting Rights or the Exchange
      Right or the Rights upon Automatic Exchange or the taking of any other action
      to
      be taken by the Trustee at the request or on the application of Parent and/or
      Purchaser, and except as otherwise specifically provided herein, such evidence
      may consist of a report or opinion of any solicitor, attorney, auditor,
      accountant, appraiser, valuer, engineer or other expert or any other person
      whose qualifications give authority to a statement made by him, provided that
      if
      such report or opinion is furnished by a director, officer or employee of Parent
      and/or Purchaser it shall be in the form of an Officer’s Certificate or a
      statutory declaration.

     

    Each
      statutory declaration, Officer’s Certificate, opinion or report furnished to the
      Trustee as evidence of compliance with a condition provided for in this
      Agreement shall include a statement by the person giving the
      evidence:

     

    (c) declaring
      that such person has read and understands the provisions of this Agreement
      relating to the condition in question;

     

    (d) describing
      the nature and scope of the examination or investigation upon which such person
      based the statutory declaration, certificate, statement or opinion;
      and

     

    


    
      
        
           

          
          

        

        
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    (e) declaring
      that such person has made such examination or investigation as such person
      believes is necessary to enable such person to make the statements or give
      the
      opinions contained or expressed therein.

     

    Section
      6.9 Experts,
      Advisers and Agents. The
      Trustee may:

     

    (a) in
      relation to these presents act and rely on the opinion or advice of or
      information obtained from any solicitor, attorney, auditor, accountant,
      appraiser, valuer, engineer or other expert, whether retained by the Trustee
      or
      by Parent and/or Purchaser or otherwise, and may retain or employ such
      assistants as may be necessary to the proper discharge of its powers and duties
      and determination of its rights hereunder and may pay proper and reasonable
      compensation for all such legal and other advice or assistance as aforesaid;
      and

     

    (b) employ
      such agents and other assistants as it may reasonably require for the proper
      determination and discharge of its powers and duties hereunder, and may pay
      reasonable remuneration for all services performed for it (and shall be entitled
      to receive reasonable remuneration for all services performed by it) in the
      discharge of the trusts hereof and compensation for all disbursements, costs
      and
      expenses made or incurred by it in the discharge of its duties hereunder and
      in
      the management of the Trust.

     

    Section
      6.10 Investment
      of Moneys Held by Trustee. Unless
      otherwise provided in this Agreement, any moneys held by or on behalf of the
      Trustee which under the terms of this Agreement may or ought to be invested
      or
      which may be on deposit with the Trustee or which may be in the hands of the
      Trustee may be invested and reinvested in the name or under the control of
      the
      Trustee, in trust for the Beneficiaries, in securities in which, under the
      laws
      of the Province of Alberta, trustees are authorized to invest trust moneys,
      provided that such securities are stated to mature within two years after their
      purchase by the Trustee, and the Trustee shall so invest such moneys on the
      written direction of Purchaser. Pending the investment of any moneys as
      hereinbefore provided, such moneys may be deposited in the name of the Trustee
      in any chartered bank in Canada or, with the consent of Purchaser, in the
      deposit department of the Trustee or any other loan or trust company authorized
      to accept deposits under the laws of Canada or any province thereof at the
      rate
      of interest then current on similar deposits.

     

    Section
      6.11 Trustee
      Not Required to Give Security. The
      Trustee shall not be required to give any bond or security in respect of the
      execution of the trusts, rights, duties, powers and authorities of this
      Agreement or otherwise in respect of the premises.

     

    Section
      6.12 Trustee
      Not Bound to Act on Request. Except
      as
      in this Agreement otherwise specifically provided, the Trustee shall not be
      bound to act in accordance with any direction or request of Parent and/or
      Purchaser or of the directors thereof until a duly authenticated copy of the
      instrument or resolution containing such direction or request shall have been
      delivered to the Trustee, and the Trustee shall be empowered to act and rely
      upon any such copy purporting to be authenticated and believed by the Trustee
      to
      be genuine.

     

    Section
      6.13 Authority
      to Carry on Business. The
      Trustee represents to Parent and Purchaser that at the date of execution and
      delivery by it of this Agreement it is authorized to carry on the business
      of a
      trust company in each of the Provinces of Canada but if, notwithstanding the
      provisions of this Section 6.13, it ceases to be so authorized to carry on
      business, the validity and enforceability of this Agreement and the Voting
      Rights, the Exchange Right and the Rights upon Automatic Exchange shall not
      be
      affected in any manner whatsoever by reason only of such event but the Trustee
      shall, within 90 days after ceasing to be authorized to carry on the business
      of
      a trust company in any province of Canada, either become so authorized or resign
      in the manner and with the effect specified in Article 9.

     

    


    
      
        
           

          
          

        

        
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    Section
      6.14 Conflicting
      Claims. If
      conflicting claims or demands are made or asserted with respect to any interest
      of any Beneficiary in any Exchangeable Shares, including any disagreement
      between the heirs, representatives, successors or assigns succeeding to all
      or
      any part of the interest of any Beneficiary in any Exchangeable Shares,
      resulting in conflicting claims or demands being made in connection with such
      interest, then the Trustee shall be entitled, at its sole discretion, to refuse
      to recognize or to comply with any such claims or demands. In so refusing,
      the
      Trustee may elect not to exercise any Voting Rights, Exchange Right or Rights
      upon Automatic Exchange subject to such conflicting claims or demands and,
      in so
      doing, the Trustee shall not be or become liable to any person on account of
      such election or its failure or refusal to comply with any such conflicting
      claims or demands. The Trustee shall be entitled to continue to refrain from
      acting and to refuse to act until:

     

    (a) the
      rights of all adverse claimants with respect to the Voting Rights, Exchange
      Right or Rights upon Automatic Exchange subject to such conflicting claims
      or
      demands have been adjudicated by a final judgment of a court of competent
      jurisdiction and all rights of appeal have expired; or

     

    (b) all
      differences with respect to the Voting Rights, Exchange Right or Rights upon
      Automatic Exchange subject to such conflicting claims or demands have been
      conclusively settled by a valid written agreement binding on all such adverse
      claimants, and the Trustee shall have been furnished with an executed copy
      of
      such agreement certified to be in full force and effect.

     

    If
      the
      Trustee elects to recognize any claim or comply with any demand made by any
      such
      adverse claimant, it may in its discretion require such claimant to furnish
      such
      surety bond or other security satisfactory to the Trustee as it shall deem
      appropriate to fully indemnify it as between all conflicting claims or
      demands.

     

    Section
      6.15 Acceptance
      of Trust. The
      Trustee hereby accepts the Trust created and provided for by and in this
      Agreement and agrees to perform the same upon the terms and conditions herein
      set forth and to hold all rights, privileges and benefits conferred hereby
      and
      by law in trust for the various persons who shall from time to time be
      Beneficiaries, subject to all the terms and conditions herein set
      forth.

     

    Section
      6.16 Maintenance
      of Office or Agency. Parent
      will maintain in Calgary, Alberta an office or agency where certificates
      representing Exchangeable Shares may be presented or surrendered for exchange
      by
      Beneficiaries and where notices and demands to or upon Parent or Purchaser
      in
      respect of the Exchangeable Shares may be served. Parent will give prompt
      written notice to the Trustee of the location, and any change in the location,
      of such office or agency. If at any time Parent shall fail to maintain any
      such
      office or agency or shall fail to furnish the Trustee with the address thereof,
      such presentations, surrenders, notices and demands may be served at the
      Corporate Trust Office of the Trustee, and Parent and Purchaser hereby appoint
      the Trustee as their agent to receive all such presentations, surrenders,
      notices and demands. Furthermore, copies of all Parent proxy materials will
      be
      made available for inspection by any Beneficiary at such office or
      agency.

     

    ARTICLE
      7

     

    COMPENSATION

     

    Section
      7.1 Fees
      and Expenses of the Trustee. Parent
      and Purchaser jointly and severally agree to pay the Trustee reasonable
      compensation for all of the services rendered by it under this Agreement and
      will reimburse the Trustee for all reasonable expenses (including taxes other
      than taxes based on the net income of the Trustee, fees paid to legal counsel
      and other experts and advisors and travel expenses) and disbursements, including
      the cost and expense of any suit or litigation of any character and any
      proceedings before any governmental agency reasonably incurred by the Trustee
      in
      connection with its duties under this Agreement; provided that Parent and
      Purchaser shall have no obligation to reimburse the Trustee for any expenses
      or
      disbursements paid, incurred or suffered by the Trustee in any suit or
      litigation in which the Trustee is determined to have acted in bad faith or
      with
      gross negligence, recklessness or wilful misconduct.

     

    


    
      
        
           

          
          

        

        
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    ARTICLE
      8

     

    INDEMNIFICATION
      AND LIMITATION OF LIABILITY

     

    Section
      8.1 Indemnification
      of the Trustee. Parent
      and Purchaser jointly and severally agree to indemnify and hold harmless the
      Trustee and each of its directors, officers, employees and agents appointed
      and
      acting in accordance with this Agreement (collectively, the “Indemnified
      Parties”)
      against all claims, losses, damages, reasonable costs, penalties, fines and
      reasonable expenses (including reasonable expenses of the Trustee’s legal
      counsel) which, without fraud, gross negligence, recklessness, wilful misconduct
      or bad faith on the part of such Indemnified Party, may be paid, incurred or
      suffered by the Indemnified Party by reason or as a result of the Trustee’s
      acceptance or administration of the Trust, its compliance with its duties set
      forth in this Agreement, or any written or oral instruction delivered to the
      Trustee by Parent or Purchaser pursuant hereto.

     

    Parent
      or
      Purchaser shall not be liable under this indemnity for any claim against any
      of
      the Indemnified Parties unless Parent and Purchaser shall be notified by the
      Trustee of the written assertion of a claim or of any action commenced against
      the Indemnified Parties, promptly after any of the Indemnified Parties shall
      have received any such written assertion of a claim or shall have been served
      with a summons or other first legal process giving information as to the nature
      and basis of the claim, but Parent and Purchaser shall not be liable only to
      the
      extent that a delay in such notification by the Trustee prejudices the claim.
      Subject to (ii) below, Parent and Purchaser shall be entitled to participate
      at
      their own expense in the defense and, if Parent and Purchaser so elect at any
      time after receipt of such notice, either of them may assume the defense of
      any
      suit brought to enforce any such claim. The Trustee shall have the right to
      employ separate counsel in any such suit and participate in the defense thereof,
      but the fees and expenses of such counsel shall be at the expense of the Trustee
      unless: (i) the employment of such counsel has been authorized by Parent or
      Purchaser; or (ii) the named parties to any such suit include both the Trustee
      and Parent or Purchaser and the Trustee shall have been advised by counsel
      acceptable to Parent or Purchaser that there may be one or more legal defenses
      available to the Trustee that are different from or in addition to those
      available to Parent or Purchaser and that, in the judgment of such counsel,
      would present a conflict of interest were a joint representation to be
      undertaken (in which case Parent and Purchaser shall not have the right to
      assume the defense of such suit on behalf of the Trustee but shall be liable
      to
      pay the reasonable fees and expenses of counsel for the Trustee). This indemnity
      shall survive the termination of this Agreement and the resignation or removal
      of the Trustee.

     

    Section
      8.2 Limitation
      of Liability. The
      Trustee shall not be held liable for any loss which may occur by reason of
      depreciation of the value of any part of the Trust Estate or any loss incurred
      on any investment of funds pursuant to this Agreement, except to the extent
      that
      such loss is attributable to the fraud, gross negligence, recklessness, wilful
      misconduct or bad faith on the part of the Trustee.

     

    


    
      
        
           

          
          

        

        
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    ARTICLE
      9

     

    CHANGE
      OF TRUSTEE

     

    Section
      9.1 Resignation.
      The
      Trustee, or any trustee hereafter appointed, may at any time resign by giving
      written notice of such resignation to Parent and Purchaser specifying the date
      on which it desires to resign, provided that such notice shall not be given
      less
      than thirty (30) days before such desired resignation date unless Parent and
      Purchaser otherwise agree and provided further that such resignation shall
      not
      take effect until the date of the appointment of a successor trustee and the
      acceptance of such appointment by the successor trustee. Upon receiving such
      notice of resignation, Parent and Purchaser shall promptly appoint a successor
      trustee, which shall be a corporation organized and existing under the laws
      of
      Canada or any Province thereof, by written instrument in duplicate, one copy
      of
      which shall be delivered to the resigning trustee and one copy to the successor
      trustee. Failing the appointment and acceptance of a successor trustee, a
      successor trustee may be appointed by order of a court of competent jurisdiction
      upon application of one or more of the parties to this Agreement. If the
      retiring trustee is the party initiating an application for the appointment
      of a
      successor trustee by order of a court of competent jurisdiction, Parent and
      Purchaser shall be jointly and severally liable to reimburse the retiring
      trustee for its legal costs and expenses in connection with same.

     

    Section
      9.2 Removal.
      The
      Trustee, or any trustee hereafter appointed, may (provided a successor trustee
      is appointed) be removed at any time on not less than 30 days’ prior notice by
      written instrument executed by Parent and Purchaser, in duplicate, one copy
      of
      which shall be delivered to the trustee so removed and one copy to the successor
      trustee.

     

    Section
      9.3 Successor
      Trustee. Any
      successor trustee appointed as provided under this Agreement shall execute,
      acknowledge and deliver to Parent and Purchaser and to its predecessor trustee
      an instrument accepting such appointment. Thereupon the resignation or removal
      of the predecessor trustee shall become effective and such successor trustee,
      without any further act, deed or conveyance, shall become vested with all the
      rights, powers, duties and obligations of its predecessor under this Agreement,
      with the like effect as if originally named as trustee in this Agreement.
      However, on the written request of Parent and Purchaser or of the successor
      trustee, the trustee ceasing to act shall, upon payment of any amounts then
      due
      it pursuant to the provisions of this Agreement, execute and deliver an
      instrument transferring to such successor trustee all the rights and powers
      of
      the trustee so ceasing to act. Upon the request of any such successor trustee,
      Parent, Purchaser and such predecessor trustee shall execute any and all
      instruments in writing for more fully and certainly vesting in and confirming
      to
      such successor trustee all such rights and powers.

     

    Section
      9.4 Notice
      of Successor Trustee. Upon
      acceptance of appointment by a successor trustee as provided herein, Parent
      and
      Purchaser shall cause to be mailed notice of the succession of such trustee
      hereunder to each Beneficiary specified in a List. If Parent or Purchaser shall
      fail to cause such notice to be mailed within 10 days after acceptance of
      appointment by the successor trustee, the successor trustee shall cause such
      notice to be mailed at the expense of Parent and Purchaser.

     

    ARTICLE
      10

     

    PARENT
      SUCCESSORS

     

    Section
      10.1 Certain
      Requirements in Respect of Combination, Etc. Parent
      shall not consummate any transaction (whether by way of reconstruction,
      reorganization, consolidation, merger, transfer, sale, lease or otherwise)
      whereby all or substantially all of its undertaking, property and assets would
      become the property of any other person or, in the case of a merger, of the
      continuing corporation resulting therefrom, but may do so if:

     

    


    
      
        
           

          
          

        

        
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    (a) such
      other person or continuing corporation (herein called the “Parent
      Successor”),
      by
      operation of law, becomes, without more, bound by the terms and provisions
      of
      this Agreement or, if not so bound, executes, prior to or contemporaneously
      with
      the consummation of such transaction, a trust agreement supplemental hereto
      and
      such other instruments (if any) as are satisfactory to the Trustee, acting
      reasonably, and in the opinion of legal counsel to the Trustee are reasonably
      necessary or advisable to evidence the assumption by the Parent Successor of
      liability for all moneys payable and property deliverable hereunder (including
      without limitation one or more voting securities of such Parent Successor to
      allow Beneficiaries to exercise voting rights in respect of the Parent Successor
      substantially similar to those provided for in this Agreement in respect of
      Parent) and the covenant of such Parent Successor to pay and deliver or cause
      to
      be delivered the same and its agreement to observe and perform all the covenants
      and obligations of Parent under this Agreement; and

     

    (b) such
      transaction shall be upon such terms and conditions as substantially to preserve
      and not to impair in any material respect any of the rights, duties, powers
      and
      authorities of the Trustee or of the Beneficiaries hereunder.

     

    Section
      10.2 Vesting
      of Powers in Successor. Whenever
      the conditions of Section 10.1 have been duly observed and performed, the
      Trustee, Parent Successor and Purchaser shall, if required by Section 10.1,
      execute and deliver the supplemental trust agreement provided for in Article
      11
      and thereupon Parent Successor shall possess and from time to time may exercise
      each and every right and power of Parent under this Agreement in the name of
      Parent or otherwise and any act or proceeding by any provision of this Agreement
      required to be done or performed by the Board of Directors of Parent or any
      officers of Parent may be done and performed with like force and effect by
      the
      directors or officers of such Parent Successor.

     

    Section
      10.3 Wholly-Owned
      Subsidiaries. Nothing
      herein shall be construed as preventing the amalgamation or merger of any wholly
      owned direct or indirect subsidiary of Parent with or into Parent or the winding
      up, liquidation or dissolution of any wholly owned subsidiary of Parent provided
      that all of the assets of such subsidiary are transferred to Parent or another
      wholly owned direct or indirect subsidiary of Parent and any such transactions
      are expressly permitted by this Article 10.

     

    Section
      10.4 Successorship
      Transaction. Notwithstanding
      the foregoing provisions of this Article 10, in the event of a Parent Control
      Transaction:

     

    (a) in
      which
      Parent merges or amalgamates with, or in which all or substantially all of
      the
      then outstanding Parent Shares are acquired by, one or more other corporations
      to which Parent is, immediately before such merger, amalgamation or acquisition,
      “related” within the meaning of the Income Tax Act (Canada) (otherwise than by
      virtue of a right referred to in paragraph 251(5)(b) thereof); 

     

    (b) which
      does not result in an acceleration of the Redemption Date in accordance with
      paragraph (b) of that definition; and

     

    (c) in
      which
      all or substantially all of the then outstanding Parent Shares are converted
      into or exchanged for shares or rights to receive such shares (the “Other
      Shares”)
      of
      another corporation (the “Other
      Corporation”)
      that,
      immediately after such Parent Control Transaction, owns or controls, directly
      or
      indirectly, Parent;

     

    


    
      
        
           

          
          

        

        
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    then
      1.
      all references herein to “Parent” shall thereafter be and be deemed to be
      references to “Other
      Corporation”
and
      all
      references herein to “Parent Shares” shall thereafter be and be deemed to be
      references to “Other Shares” (with appropriate adjustments, if any, as are
      required to result in a holder of Exchangeable Shares on the exchange,
      redemption or retraction of such shares pursuant to the Exchangeable Share
      Provisions or exchange of such shares pursuant to this Agreement immediately
      subsequent to the Parent Control Transaction being entitled to receive that
      number of Other Shares equal to the number of Other Shares such holder of
      Exchangeable Shares would have received if the exchange, redemption or
      retraction of such shares pursuant to the Exchangeable Share Provisions or
      exchange of such shares pursuant to this Agreement had occurred immediately
      prior to the Parent Control Transaction and the Parent Control Transaction
      was
      completed) without any need to amend the terms and conditions of this Agreement
      and without any further action required; and 2. Parent shall cause the Other
      Corporation to deposit one or more voting securities of such Other Corporation
      to allow Beneficiaries to exercise voting rights in respect of the Other
      Corporation substantially similar to those provided for in this Agreement.
      

     

    ARTICLE
      11

     

    AMENDMENTS
      AND SUPPLEMENTAL TRUST AGREEMENTS

     

    Section
      11.1 Amendments,
      Modifications, Etc. Subject
      to Section 11.2, Section 11.4 and Section 13.1, this Agreement may not be
      amended or modified except by an agreement in writing executed by Parent,
      Purchaser and the Trustee and approved by the Beneficiaries in accordance with
      Section 13.2 of the Exchangeable Share Provisions.

     

    Section
      11.2 Ministerial
      Amendments. Notwithstanding
      the provisions of Section 11.1, the parties to this Agreement may in writing,
      at
      any time and from time to time, without the approval of the Beneficiaries,
      amend
      or modify this Agreement for the purposes of

     

    (a) adding
      to
      the covenants of any or all parties hereto for the protection of the
      Beneficiaries hereunder provided that the Board of Directors of each of
      Purchaser and Parent shall be of the good faith opinion that such additions
      will
      not be prejudicial to the rights or interests of the Beneficiaries;

     

    (b) making
      such amendments or modifications not inconsistent with this Agreement as may
      be
      necessary or desirable with respect to matters or questions which, in the good
      faith opinion of the Board of Directors of each of Parent and Purchaser and
      in
      the opinion of the Trustee, having in mind the best interests of the
      Beneficiaries it may be expedient to make, provided that such Boards of
      Directors and the Trustee, acting on the advice of counsel, shall be of the
      opinion that such amendments and modifications will not be prejudicial to the
      interests of the Beneficiaries; or

     

    (c) making
      such changes or corrections which, on the advice of counsel to Parent, Purchaser
      and the Trustee, are required for the purpose of curing or correcting any
      ambiguity or defect or inconsistent provision or clerical omission or mistake
      or
      manifest error, provided that the Trustee, acting on the advice of counsel,
      and
      the Board of Directors of each of Parent and Purchaser shall be of the opinion
      that such changes or corrections will not be prejudicial to the rights and
      interests of the Beneficiaries.

     

    Section
      11.3 Meeting
      to Consider Amendments. Purchaser,
      at the request of Parent, shall call a meeting or meetings of the Beneficiaries
      for the purpose of considering any proposed amendment or modification requiring
      approval pursuant hereto. Any such meeting or meetings shall be called and
      held
      in accordance with the by laws of Purchaser, the Exchangeable Share Provisions
      and all applicable laws; provided that any such meeting shall only be called
      for
      a bona fide business purpose and not for the principal purpose of causing a
      Redemption Date (as defined in the Exchangeable Share Provisions) to occur
      or
      transpire.

     

    


    
      
        
           

          
          

        

        
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    Section
      11.4 Changes
      in Capital of Parent and Purchaser. At
      all
      times after the occurrence of any event contemplated pursuant to Section 2.7
      or
      2.8 of the Exchangeable Share Support Agreement or otherwise, as a result of
      which either Parent Shares or the Exchangeable Shares or both are in any way
      changed, this Agreement shall forthwith be deemed amended and modified as
      necessary in order that it shall apply with full force and effect, mutatis
      mutandis,
      to all
      new securities into which Parent Shares or the Exchangeable Shares or both
      are
      so changed and the parties hereto shall execute and deliver a supplemental
      trust
      agreement giving effect to and evidencing such necessary amendments and
      modifications.

     

    Section
      11.5 Execution
      of Supplemental Trust Agreements. No
      amendment to or modification or waiver of any of the provisions of this
      Agreement otherwise permitted hereunder shall be effective unless made in
      writing and signed by all of the parties hereto. From time to time Purchaser,
      Parent and the Trustee may, subject to the provisions of these presents, and
      they shall, when so directed by these presents, execute and deliver by their
      proper officers, trust agreements or other instruments supplemental hereto,
      which thereafter shall form part hereof, for any one or more of the following
      purposes:

     

    (a) evidencing
      the succession of Parent Successors and the covenants of and obligations assumed
      by each such Parent Successor in accordance with the provisions of Article
      10
      and the successors of any successor trustee in accordance with the provisions
      of
      Article 9;

     

    (b) making
      any additions to, deletions from or alterations of the provisions of this
      Agreement or the Voting Rights, the Exchange Right or the Rights upon Automatic
      Exchange which, in the opinion of the Trustee, will not be prejudicial to the
      interests of the Beneficiaries or are, in the opinion of counsel to the Trustee,
      necessary or advisable in order to incorporate, reflect or comply with any
      legislation the provisions of which apply to Parent, Purchaser, the Trustee
      or
      this Agreement; and

     

    (c) for
      any
      other purposes not inconsistent with the provisions of this Agreement, including
      to make or evidence any amendment or modification to this Agreement as
      contemplated hereby, provided that, in the opinion of the Trustee, the rights
      of
      the Trustee and Beneficiaries will not be prejudiced thereby.

     

    ARTICLE
      12

     

    TERMINATION

     

    Section
      12.1 Term.
      The
      Trust
      created by this Agreement shall continue until the earliest to occur of the
      following events:

     

    (a) no
      outstanding Exchangeable Shares are held by a Beneficiary; and

     

    (b) each
      of
      Parent and Purchaser elects in writing to terminate the Trust and such
      termination is approved by the Beneficiaries in accordance with Section 13.2
      of
      the Exchangeable Share Provisions.

     

    Section
      12.2 Survival
      of Agreement. This
      Agreement shall survive any termination of the Trust and shall continue until
      there are no Exchangeable Shares outstanding held by a Beneficiary; provided,
      however, that the provisions of Article 7 and Article 8 shall survive any such
      termination of this Agreement.

     

    


    
      
        
           

          
          

        

        
          24.

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      13

     

    GENERAL

     

    Section
      13.1 Severability.
      If
      any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner materially adverse to any party. Upon
      such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the parties hereto shall negotiate in good faith to modify
      this Agreement so as to effect the original intent of the parties as closely
      as
      possible in an acceptable manner to the end that transactions contemplated
      hereby are fulfilled to the extent possible.

     

    Section
      13.2 Assignment.
      No
      party
      hereto may assign this Agreement or any of its rights, interests or obligations
      under this Agreement (whether by operation of law or otherwise) except that
      Purchaser may assign in its sole discretion, any or all of its rights, interests
      and obligations hereunder to any wholly owned subsidiary of Parent.

     

    Section
      13.3 Binding
      Effect. Subject
      to Section 13.2, this Agreement shall be binding upon, enure to the benefit
      of
      and be enforceable by the parties hereto and their respective successors and
      assigns and to the benefit of the Beneficiaries.

     

    Section
      13.4 Notices
      to Parties. All
      notices and other communications hereunder shall be in writing and shall be
      deemed given when delivered personally, telecopied (which is confirmed) or
      dispatched (postage prepaid) to a nationally recognized overnight courier
      service with overnight delivery instructions, in each case addressed to the
      particular party at:

     

    (a) if
      to
      Parent or Purchaser, at:

     

    [•]
      

     

    Attention:
      Chief Executive Officer

    Telecopier
      Number: ([•]) [•]

     

    With
      a
      copy to:

     

    Macleod
      Dixon LLP

    3700
      Canterra Tower

    400
      Third
      Avenue, S.W.

    Calgary,
      Alberta T2P 4H2

     

    Attention:
      Jennifer Kennedy

    Telecopier
      Number: (403) 264-5973

     

    


    
      
        
           

          
          

        

        
          25.

          
            

          

        

        
          
          

        

      

    

    


    and
      to:

     

    McDermott
      Will & Emery LLP

    340
      Madison Avenue

    New
      York,
      New York 10173

     

    Attention:
      Mark Selinger

    Telecopier
      Number: (212) 547 5444

     

    (b) if
      to the
      Trustee, at:

     

    310,
      606
      - 4th Street S.W.

    Calgary,
      Alberta

    T2P
      1T1

     

    Attention:
      Manager, Corporate Trust 

    Telecopier
      Number: 233-2857

     

    or
      at
      such other address of which any party may, from time to time, advise the other
      parties by notice in writing given in accordance with the foregoing. Any notice
      or other communication given personally shall be deemed to have been given
      and
      received upon delivery thereof and if given by telecopy shall be deemed to
      have
      been given and received on the date of confirmed receipt thereof unless such
      day
      is not a Business Day in which case it shall be deemed to have been given and
      received upon the immediately following Business Day.

     

    Section
      13.5 Notice
      to Beneficiaries. Any
      and
      all notices to be given and any documents to be sent to any Beneficiaries may
      be
      given or sent to the address of such Beneficiary shown on the register of
      holders of Exchangeable Shares in any manner permitted by the by laws of
      Purchaser from time to time in force in respect of notices to shareholders
      and
      shall be deemed to be received (if given or sent in such manner) at the time
      specified in such by laws, the provisions of which by laws shall apply mutatis
      mutandis to notices or documents as aforesaid sent to such
      Beneficiaries.

     

    Section
      13.6 Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original but all of which together shall constitute one and the same
      instrument.

     

    Section
      13.7 Governing
      Laws; Consent to Jurisdiction. This
      Agreement shall be governed by and construed in accordance with the laws of
      Alberta. Each party hereby irrevocably attorns to the jurisdiction of the courts
      of Alberta in respect of all matters arising under or in relation to this
      Agreement and Parent hereby appoints Macleod Dixon LLP as its registered office
      in Alberta as attorney for service of process. 

     

    [Remainder
      Of Page Intentionally Left Blank]

     

    


     

    


    
      
        
           

          
          

        

        
          26.

          
            

          

        

        
          
          

        

      

    

    


    In
      Witness Whereof the
      parties hereto have caused this Agreement to be duly executed as of the date
      first above written.

     

    
      	 	 	 
	 	
              Ad.Venture
                Partners, Inc.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

    
      	 	 	 
	 	 	 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

    
      	 	 	 
	 	 	 
	 	6732097
              Canada Inc. 
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

    
      	 	 	 
	 	 	 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

    
      	 	 	 
	 	 	 
	 	Valiant
              Trust Company 
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title: 


    

     

    
      	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

    
      	 	 	 
	 	 	 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

     

     

    [Voting
      and Exchange Trust Agreement Execution Page]

     

    


     

    


    
      
        
          
            .

          

          
          

        

        
          27.

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    Schedule
      M

     

    AMENDED
      AND RESTATED REGISTRATION RIGHTS AGREEMENT

     

    


    
      
        
           

          
          

        

        
          1.

          
            

          

        

        
          
          

        

      

    

    


    AMENDED
      AND RESTATED REGISTRATION RIGHTS AGREEMENT

     

    This
      Amended And Restated Registration Rights Agreement
      (this
“Agreement”)
      is
      entered into as of ___________, 2007, by and among Ad.Venture Partners, Inc.,
      a
      Delaware corporation (the “Company”)
      and
      each of the undersigned parties listed under Insiders on the signature page
      hereto (each, an “Insider”
      and
      collectively, the “Insiders”).

     

    Whereas,
      pursuant
      to the Arrangement Agreement dated March 13, 2007 among the Company, 6732097
      Canada Inc., a corporation incorporated under the laws of Canada and an indirect
      wholly owned subsidiary of the Company (the “Purchaser”),
      and
      180 Connect Inc., a corporation incorporated under the laws of Canada (the
      “Arrangement”),
      the
      New Insiders (as defined below) are receiving shares of Common Stock (as defined
      below) or common shares of Purchaser that are exchangeable for Common Stock
      (the
“Exchangeable
      Shares”)
      as
      consideration for their common shares in the Company;

     

    Whereas,
      the
      Initial Insiders (as defined below) acquired Common Stock prior to the date
      hereof;

     

    Whereas,
      the
      Initial Insiders and the Company are parties to a Registration Rights Agreement
      dated August 31, 2005 (the “Prior
      Registration Rights Agreement”);
      and

     

    Whereas,
      in
      connection with the Arrangement and pursuant to Section 6.6(a) of the Prior
      Registration Rights Agreement, the Company and the Initial Insiders wish to
      amend and restate the Prior Registration Rights Agreement and accept the rights
      and covenants hereof in lieu of their rights and covenants under the Prior
      Registration Rights Agreement;

     

    Now,
      Therefore,
      in
      consideration of the mutual covenants and agreements set forth herein, and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

     

    1.  Definitions.
      The
      following capitalized terms used herein have the following
      meanings:

     

    “Agreement”
      means
      this Agreement, as amended, restated, supplemented, or otherwise modified from
      time to time.

     

    “Business
      Day”
      means
      any day, except a Saturday, Sunday or legal holiday on which the banking
      institutions in the City of New York are authorized or obligated by law or
      executive order to close.

     

    “Commission”
      means
      the Securities and Exchange Commission, or such successor federal agency or
      agencies as may be established in lieu thereof.

     

    “Common
      Stock”
      means
      the common stock, par value $0.0001 per share, of the Company.

     

    “Company”
      is
      defined in the preamble to this Agreement.

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder.

     

    “Form
      S-3”
      is
      defined in Section 2.3.

     

    


    
      
        
           

          
          

        

        
          2.

          
            

          

        

        
          
          

        

      

    

    


    “Indemnified
      Party”
      is
      defined in Section 4.3.

     

    “Indemnifying
      Party”
      is
      defined in Section 4.3.

     

    “Initial
      Insiders”
      means
      Howard S. Balter, Ilan M. Slasky, Lawrence K. Askowitz, Dr. Shlomo Kalish,
      Thomas Rogers, JF Investments LLC, William Margiloff and Hillel
      Weinberger.

     

    “Initial
      Insider Demand Registration”
      is
      defined in Section 2.1.1(a).

     

    “Initial
      Insider Demanding Holder”
      is
      defined in Section 2.1.1(b).

     

    “Initial
      Insider Shares”
      mean all
      of the shares of Common Stock owned or held by Initial Insiders as of the date
      of the consummation of the Arrangement; provided,
      that
      such shares shall cease to be Initial Insider Shares when: (a) a Registration
      Statement with respect to the sale of such securities shall have become
      effective under the Securities Act (as defined below) and such securities shall
      have been sold, transferred, disposed of or exchanged in accordance with such
      Registration Statement; (b) such securities shall have been otherwise
      transferred pursuant to Rule 144 of the Securities Act (or any similar
      provisions thereunder, but not Rule 144A), and new certificates for them not
      bearing a legend restricting further transfer shall have been delivered by
      the
      Company and subsequent public distribution of them shall not require
      registration under the Securities Act; or (c) such securities shall have ceased
      to be outstanding.

     

    “Insider”
      is
      defined in the preamble to this Agreement.

     

    “Insider
      Indemnified Party”
      is
      defined in Section 4.1.

     

    “Insider
      Shares”
      means
      the Initial Insider Shares and the New Insider Shares.

     

    “Maximum
      Number Of Shares”
      is
      defined in Section 2.1.1(d).

     

    “New
      Insiders”
      means M.
      Brian McCarthy, Peter Giacalone, Anton R. Simunovic, Byron G. Osing, David
      R.
      Hallmen and Matthew G. Roszak.

     

    “New
      Insider Demand Registration”
      is
      defined in Section 2.1.2(a).

     

    “New
      Insider Demanding Holder”
      is
      defined in Section 2.1.2(b).

     

    “New
      Insider Shares”
      mean all
      of the shares of Common Stock received by the New Insiders in connection with
      the Arrangement (including the shares of Common stock issued upon exchange
      of
      the Exchangeable Shares); provided,
      that
      such shares shall cease to be New Insider Shares when: (a) a Registration
      Statement with respect to the sale of such securities shall have become
      effective under the Securities Act (as defined below) and such securities shall
      have been sold, transferred, disposed of or exchanged in accordance with such
      Registration Statement; (b) such securities shall have been otherwise
      transferred pursuant to Rule 144 of the Securities Act (or any similar
      provisions thereunder, but not Rule 144A), and new certificates for them not
      bearing a legend restricting further transfer shall have been delivered by
      the
      Company and subsequent public distribution of them shall not require
      registration under the Securities Act; or (c) such securities shall have ceased
      to be outstanding.

     

    “Notices”
      is
      defined in Section 6.2.

     

    “Piggy-Back
      Registration”
      is
      defined in Section 2.2.1.

     

    


    
      
        
           

          
          

        

        
          3.

          
            

          

        

        
          
          

        

      

    

    


    “Prospectus”
      means a
      prospectus relating to a Registration Statement, as amended or supplemented,
      and
      all materials incorporated by reference in such Prospectus.

     

    “Purchase
      Option”
      means
      the option to purchase 450,000 units (each consisting of one share of common
      stock and two warrants) issued to Wedbush Morgan Securities Inc. or its
      designees in connection with the Company’s initial public offering (as
      transferred from time to time in accordance with its terms).

     

    “Purchase
      Option Shares”
      means
      the Purchase Option, the units issuable thereof, the Common Stock and warrants
      included in such units and the Common Stock issuable upon exercise of such
      warrants.

     

    “Register,”
      “registered”
      and
“registration”
      mean a
      registration effected by preparing and filing a registration statement or
      similar document under the Securities Act and such registration statement
      becoming effective.

     

    “Registration
      Statement”
      means a
      registration statement filed by the Company with the Commission in compliance
      with the Securities Act and the rules and regulations promulgated thereunder
      for
      a public offering and sale of Common Stock (other than a registration statement
      on Form S-4 or Form S-8, or their successors, or any registration statement
      covering only securities proposed to be issued in exchange for securities or
      assets of another entity).

     

    “Release
      Date”
      means
      the date that is six months after the consummation of the
      Arrangment.

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission promulgated thereunder.

     

    “Underwriter”
      means a
      securities dealer who purchases any Insider Shares as principal in an
      underwritten offering and not as part of such dealer’s market-making
      activities.

     

    
      	2.  	
              Registration
                Rights.

            


    

     

    2.1  Demand
      Registration.

     

    2.1.1  Demand
      Registration by Initial Insiders.

     

    (a)  General
      Request for Registration.
      At any
      time and from time to time on or after the Release Date, the holders of a
      majority-in-interest of the Initial Insider Shares held by the Initial Insiders
      or the transferees of the Initial Insider Shares, may make a written demand
      for
      registration under the Securities Act of all or part of their Initial Insider
      Shares (an “Initial
      Insider Demand Registration”).
      Any
      demand for an Initial Insider Demand Registration shall specify the number
      of
      Initial Insider Shares proposed to be sold and the intended method(s) of
      distribution thereof. The Company will notify all holders of Initial Insider
      Shares of any demand pursuant to this Section 2.1.1(a), or pursuant to Section
      2.1.1(b) below, as the case may be, within five (5) Business Days, and each
      holder of Initial Insider Shares who wishes to include all or a portion of
      such
      holder’s Initial Insider Shares in such Initial Insider Demand Registration
      (each such holder including shares of Initial Insider Shares in such Initial
      Insider Demand Registration, a “Initial
      Insider Demanding
      Holder”)
      shall
      so notify the Company within ten (10) Business Days after the receipt by the
      holder of the notice from the Company. Upon any such request, the Initial
      Insider Demanding Holders shall be entitled to have their Initial Insider Shares
      included in the Initial Insider Demand Registration subject to Section 2.1.1(d)
      and the provisions set forth in Section 3.1.1. The Company shall not be
      obligated to effect more than an aggregate of two (2) Initial Insider Demand
      Registrations under this Section 2.1.1(a) in respect of Initial Insider
      Shares.

     

    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

    

    (b)  Effective
      Registration.
      A
      registration will not count as an Initial Insider Demand Registration until
      the
      Registration Statement filed with the Commission with respect to such Initial
      Insider Demand Registration has been declared effective and the Company has
      complied with all of its obligations under this Agreement with respect thereto;
      provided,
      however,
      that
      if, after such Registration Statement has been declared effective, the offering
      of Initial Insider Shares pursuant to an Initial Insider Demand Registration
      is
      interfered with by any stop order or injunction of the Commission or any other
      governmental agency or court, the Registration Statement with respect to such
      Initial Insider Demand Registration will be deemed not to have been declared
      effective, unless and until, (i) such stop order or injunction is removed,
      rescinded or otherwise terminated, and (ii) with respect to a Initial Insider
      Demand Registration, a majority-in-interest of the Initial Insider Demanding
      Holders thereafter elect to continue the offering; provided,
      further,
      that
      the Company shall not be obligated to file a second Registration Statement
      until
      any such Registration Statement that has been filed is counted as an Initial
      Insider Demand Registration or is terminated.

     

    (c)  Underwritten
      Offering.
      If a
      majority-in-interest of the Initial Insider Demanding Holders so elect and
      such
      holders so advise the Company as part of their written demand for an Initial
      Insider Demand Registration, the offering of such Initial Insider Shares
      pursuant to such Initial Insider Demand Registration shall be in the form of
      an
      underwritten offering. In each such case, the right of any holder to include
      such holder’s Initial Insider Shares in such registration shall be conditioned
      upon such holder’s participation in such underwriting and the inclusion of such
      holder’s Initial Insider Shares in the underwriting to the extent provided
      herein. All Initial Insider Demanding Holders who propose to distribute their
      Initial Insider Shares through such an underwriting shall enter into an
      underwriting agreement in customary form with the Underwriter or Underwriters
      selected for such underwriting by a majority-in-interest of the holders
      initiating the Initial Insider Demand Registration.

     

    (d)  Reduction
      of Offering.
      If the
      managing Underwriter or Underwriters for an Initial Insider Demand Registration
      that is to be an underwritten offering advises the Company and the Initial
      Insider Demanding Holders in writing that the dollar amount or number of shares
      of Initial Insider Shares that the Initial Insider Demanding Holders desire
      to
      sell, taken together with all other shares of Common Stock or other securities
      that the Company desires to sell and the shares of Common Stock, if any, as
      to
      which registration has been requested pursuant to written contractual piggy-back
      registration rights held by other holders of the Company’s securities who desire
      to sell securities, exceeds the maximum dollar amount or maximum number of
      shares that can be sold in such offering without adversely affecting the
      proposed offering price, the timing, the distribution method, or the probability
      of success of such offering (such maximum dollar amount or maximum number of
      shares, as applicable, the “Maximum
      Number Of Shares”),
      then
      the Company shall include in such registration: (i) first, the Initial Insider
      Shares as to which the Initial Insider Demand Registration has been requested
      together with all other shares of Common Stock or other securities that the
      Company desires to sell and the shares of Common Stock, if any, as to which
      registration has been requested pursuant to the Purchase Option, that can be
      sold without exceeding the Maximum Number of Shares (all pro rata in accordance
      with the number of such shares that the Company or such holders shall have
      requested to be included in such registration); (ii) second, to the extent
      that
      the Maximum Number of Shares has not been reached under the foregoing clause
      (i), the shares of Common Stock for the account of other persons that the
      Company is obligated to register pursuant to written contractual arrangements
      with such persons and that can be sold without exceeding the Maximum Number
      of
      Shares; and (iii), third, to the extent that the Maximum Number of Shares have
      not been reached under the foregoing clauses (i) and (ii), the shares of Common
      Stock that other stockholders desire to sell that can be sold without exceeding
      the Maximum Number of Shares.

     

    
      
        
        

      

      
        5.

        
          

        

      

      
        
        

      

    

    (e)  Withdrawal.
      If a
      majority-in-interest of the Initial Insider Demanding Holders disapprove of
      the
      terms of any underwriting or are not entitled to include all of their Initial
      Insider Shares in any offering, such majority-in-interest of the Initial Insider
      Demanding Holders may elect to withdraw from such offering by giving written
      notice to the Company and the Underwriter or Underwriters of their request
      to
      withdraw prior to the effectiveness of the Registration Statement filed with
      the
      Commission with respect to such Initial Insider Demand Registration. In such
      event, the Company need not seek effectiveness of such Registration Statement
      for the benefit of other Initial Insiders. If the majority-in-interest of the
      Initial Insider Demanding Holders withdraws from a proposed offering relating
      to
      a Initial Insider Demand Registration then such registration shall not count
      as
      an Initial Insider Demand Registration provided for in Section
      2.1.1(a).

     

    2.1.2  Demand
      Registration by New Insiders.

     

    (a)  General
      Request for Registration.
      At any
      time and from time to time on or after the Release Date, any New Insider or
      a
      transferee of New Insider Shares, may make a written demand for registration
      under the Securities Act of all or part of their New Insider Shares (a
“New
      Insider Demand Registration”).
      Any
      demand for a New Insider Demand Registration shall specify the number of New
      Insider Shares proposed to be sold and the intended method(s) of distribution
      thereof. The Company will notify all holders of New Insider Shares of any demand
      pursuant to this Section 2.1.2(a), or pursuant to Section 2.1.2(b) below, as
      the
      case may be, within five (5) Business Days, and each holder of New Insider
      Shares who wishes to include all or a portion of such holder’s New Insider
      Shares in such New Insider Demand Registration (each such holder including
      shares of New Insider Shares in such New Insider Demand Registration, a
“New
      Insider Demanding
      Holder”)
      shall
      so notify the Company within ten (10) Business Days after the receipt by the
      holder of the notice from the Company. Upon any such request, the New Insider
      Demanding Holders shall be entitled to have their New Insider Shares included
      in
      the New Insider Demand Registration subject to Section 2.1.2(d) and the
      provisions set forth in Section 3.1.1. The Company shall not be obligated to
      effect more than an aggregate of two (2) New Insider Demand Registrations under
      this Section 2.1.2(a) in respect of New Insider Shares.

     

    (b)  Effective
      Registration.
      A
      registration will not count as a New Insider Demand Registration until the
      Registration Statement filed with the Commission with respect to such New
      Insider Demand Registration has been declared effective and the Company has
      complied with all of its obligations under this Agreement with respect thereto;
      provided,
      however,
      that
      if, after such Registration Statement has been declared effective, the offering
      of New Insider Shares pursuant to a New Insider Demand Registration is
      interfered with by any stop order or injunction of the Commission or any other
      governmental agency or court, the Registration Statement with respect to such
      New Insider Demand Registration will be deemed not to have been declared
      effective, unless and until, (i) such stop order or injunction is removed,
      rescinded or otherwise terminated, and (ii) with respect to a New Insider Demand
      Registration, a majority-in-interest of the New Insider Demanding Holders
      thereafter elect to continue the offering; provided,
      further,
      that
      the Company shall not be obligated to file a second Registration Statement
      until
      any such Registration Statement that has been filed is counted as a New Insider
      Demand Registration or is terminated.

     

    (c)  Underwritten
      Offering.
      If a
      majority-in-interest of the New Insider Demanding Holders so elect and such
      holders so advise the Company as part of their written demand for a New Insider
      Demand Registration, the offering of such New Insider Shares pursuant to such
      New Insider Demand Registration shall be in the form of an underwritten
      offering. In each such case, the right of any holder to include such holder’s
      New Insider Shares in such registration shall be conditioned upon such holder’s
      participation in such underwriting and the inclusion of such holder’s New
      Insider Shares in the underwriting to the extent provided herein. All New
      Insider Demanding Holders who propose to distribute their New Insider Shares
      through such an underwriting shall enter into an underwriting agreement in
      customary form with the Underwriter or Underwriters selected for such
      underwriting by a majority-in-interest of the holders initiating the New Insider
      Demand Registration.

     

    
      
        
        

      

      
        6.

        
          

        

      

      
        
        

      

    

    (d)  Reduction
      of Offering.
      If the
      managing Underwriter or Underwriters for a New Insider Demand Registration
      that
      is to be an underwritten offering advises the Company and the New Insider
      Demanding Holders in writing that the dollar amount or number of shares of
      New
      Insider Shares that the New Insider Demanding Holders desire to sell, taken
      together with all other shares of Common Stock or other securities that the
      Company desires to sell and the shares of Common Stock, if any, as to which
      registration has been requested pursuant to written contractual piggy-back
      registration rights held by other holders of the Company’s securities who desire
      to sell securities, exceeds the maximum dollar amount or maximum number of
      shares that can be sold in such offering without adversely affecting the
      proposed offering price, the timing, the distribution method, or the probability
      of success of such offering, then the Company shall include in such
      registration: (i) first, the New Insider Shares as to which the New Insider
      Demand Registration has been requested together with all other shares of Common
      Stock or other securities that the Company desires to sell and the shares of
      Common Stock, if any, as to which registration has been requested pursuant
      to
      the Purchase Option, that can be sold without exceeding the Maximum Number
      of
      Shares (all pro rata in accordance with the number of such shares that the
      Company or such holders shall have requested to be included in such
      registration); (ii) second, to the extent that the Maximum Number of Shares
      has
      not been reached under the foregoing clause (i), the shares of Common Stock
      for
      the account of other persons that the Company is obligated to register pursuant
      to written contractual arrangements with such persons and that can be sold
      without exceeding the Maximum Number of Shares; and (iii), third, to the extent
      that the Maximum Number of Shares have not been reached under the foregoing
      clauses (i) and (ii), the shares of Common Stock that other stockholders desire
      to sell that can be sold without exceeding the Maximum Number of
      Shares.

     

    (e)  Withdrawal.
      If a
      majority-in-interest of the New Insider Demanding Holders disapprove of the
      terms of any underwriting or are not entitled to include all of their New
      Insider Shares in any offering, such majority-in-interest of the New Insider
      Demanding Holders may elect to withdraw from such offering by giving written
      notice to the Company and the Underwriter or Underwriters of their request
      to
      withdraw prior to the effectiveness of the Registration Statement filed with
      the
      Commission with respect to such New Insider Demand Registration. In such event,
      the Company need not seek effectiveness of such Registration Statement for
      the
      benefit of other New Insiders. If the majority-in-interest of the New Insider
      Demanding Holders withdraws from a proposed offering relating to a New Insider
      Demand Registration then such registration shall not count as a New Insider
      Demand Registration provided for in Section 2.1.2(a).

     

    2.2  Piggy-Back
      Registration.

     

    2.2.1  Piggy-Back
      Rights.
      If at
      any time on or after the Release Date the Company proposes to file by
      Registration Statement, other than a Registration Statement in connection with
      a
      transaction contemplated by Rule 145(a) promulgated under the Securities Act
      or
      pursuant to Form S-8, then the Company shall (a) give written notice of such
      proposed filing to the holders of Insider Shares as soon as practicable but
      in
      no event less than ten (10) Business Days before the anticipated filing date,
      which notice shall describe the amount and type of securities to be included
      in
      such offering, the intended method(s) of distribution, and the name of the
      proposed managing Underwriter or Underwriters, if any, of the offering, and
      (b)
      offer to the holders of Insider Shares in such notice the opportunity to
      register such number of Insider Shares as such holders may request in writing
      within five (5) Business Days following receipt of such notice (a “Piggy-Back
      Registration”).
      The
      Company shall cause such Insider Shares to be included in such registration
      and
      shall use commercially reasonable efforts to cause the managing Underwriter
      or
      Underwriters of a proposed underwritten offering to permit the Insider Shares
      requested to be included in a Piggy-Back Registration to be included on the
      same
      terms and conditions as any similar securities of the Company and to permit
      the
      sale or other disposition of such Insider Shares in accordance with the intended
      method(s) of distribution thereof. All holders of Insider Shares who propose
      to
      distribute securities through a Piggy-Back Registration that involves an
      Underwriter or Underwriters shall enter into an underwriting agreement in
      customary form with the Underwriter or Underwriters selected for such Piggy-Back
      Registration.

     

    
      
        
        

      

      
        7.

        
          

        

      

      
        
        

      

    

    2.2.2  Reduction
      of Offering.
      If the
      managing Underwriter or Underwriters for a Piggy-Back Registration that is
      to be
      an underwritten offering advises the Company and the holders of Insider Shares
      in writing that the dollar amount or number of shares of Common Stock that
      the
      Company desires to sell, taken together with shares of Common Stock, if any,
      as
      to which registration has been demanded pursuant to written contractual
      arrangements with persons other than the holders of Insider Shares hereunder,
      the Insider Shares as to which registration has been requested under this
      Section 2.2, and the shares of Common Stock, if any, as to which registration
      has been requested pursuant to the written contractual piggy-back registration
      rights of other shareholders of the Company, exceeds the Maximum Number of
      Shares, then the Company shall include in any such registration:

     

    (i)  first,
      subject to the demand registration rights granted to the holders of the Purchase
      Option Shares, the shares of Common Stock or other securities that the Company
      desires to sell that can be sold without exceeding the Maximum Number of Shares
      together with the Insider Shares as to which registration has been requested
      and
      any other shares of Common Stock or other securities as to which registration
      has been requested pursuant to the Purchase Option (pro rata in accordance
      with
      the number of shares which each such person has actually requested to be
      included in such registration that can be sold without exceeding the Maximum
      Number of Shares),

     

    (ii)  second,
      to the extent that the Maximum Number of Shares has not been reached under
      the
      foregoing clause (i), the shares of Common Stock, if any, as to which
      registration has been requested pursuant to written contractual piggy-back
      registration rights which other shareholders desire to sell that can be sold
      without exceeding the Maximum Number of Shares, and

     

    (iii)  third,
      to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clauses (i) and (ii), the shares of Common Stock, if any, that other
      stockholders desire to sell that can be sold without exceeding the Maximum
      Number of Shares.

     

    2.2.3  Withdrawal.
      Any
      holder of Insider Shares may elect to withdraw such holder’s request for
      inclusion of Insider Shares in any Piggy-Back Registration by giving written
      notice to the Company of such request to withdraw prior to the effectiveness
      of
      the Registration Statement. The Company may also elect to withdraw a
      registration statement at any time prior to the effectiveness of the
      Registration Statement. Notwithstanding any such withdrawal, the Company shall
      pay all expenses incurred by the holders of Insider Shares in connection with
      such Piggy-Back Registration as provided in Section 3.3.

     

    2.3  Registrations
      on Form S-3.
      Any
      holder of Insider Shares may at any time and from time to time after the Release
      Date, request in writing that the Company register the resale of any or all
      of
      such Insider Shares on Form S-3 or any similar short-form registration that
      may
      be available at such time (“Form
      S-3”);
      provided,
      however,
      that:
      (a) the Company shall not be obligated to effect such request through an
      underwritten offering and (b) the Company shall not be obligated to effect
      such
      a request if the Company has within the preceding twelve (12) month period
      effected two (2) registrations on Form S-3. Upon receipt of such written
      request, the Company will promptly give written notice of the proposed
      registration to all other holders of Insider Shares and, as soon as practicable
      thereafter, effect the registration of all or such portion of such holder’s or
      holders’ Insider Shares, as the case may be, as are specified in such request,
      together with all or such portion of the Insider Shares of any other holder
      or
      holders joining in such request as are specified in a written request given
      within five (5) Business Days after receipt of such written notice from the
      Company; provided,
      however,
      that
      the Company shall not be obligated to effect any such registration pursuant
      to
      this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii)
      if
      the holders of the Insider Shares, together with the holders of any other
      securities of the Company entitled to inclusion in such registration, propose
      to
      sell Insider Shares and such other securities (if any) at any aggregate price
      to
      the public of less than $500,000. Registrations effected pursuant to this
      Section 2.3 shall not be counted as Demand Registrations effected pursuant
      to
      Section 2.1.

     

    
      
        
        

      

      
        8.

        
          

        

      

      
        
        

      

    

    
      	3.  	
              Registration
                Procedures.

            


    

     

    3.1  Filings;
      Information.
      Whenever the Company is required to effect the registration of any Insider
      Shares pursuant to Section 2, the Company shall use commercially reasonable
      efforts to effect the registration and sale of such Insider Shares in accordance
      with the intended method(s) of distribution thereof as expeditiously as
      practicable, and in connection with any such request:

     

    3.1.1  Filing
      Registration Statement.
      The
      Company shall, as expeditiously as possible and in any event within sixty (60)
      days after receipt of a request for a Demand Registration pursuant to Section
      2.1, prepare and file with the Commission a Registration Statement on any form
      for which the Company then qualifies or which counsel for the Company shall
      deem
      appropriate and which form shall be available for the sale of all Insider Shares
      to be registered thereunder in accordance with the intended method(s) of
      distribution thereof, and shall use commercially reasonable efforts to cause
      such Registration Statement to become and remain effective for the period
      required by Section 3.1.3; provided,
      however,
      that
      the Company shall have the right to defer any Demand Registration for up to
      ninety (90) days, and any Piggy-Back Registration for such period as may be
      applicable to deferment of any demand registration to which such Piggy-Back
      Registration relates, in each case if the Company shall furnish to the holders
      a
      certificate signed by the Chief Executive Officer of the Company stating that,
      in the good faith judgment of the Board of Directors of the Company, it would
      be
      materially detrimental to the Company and its shareholders for such Registration
      Statement to be effected at such time; provided further,
      however, that the Company shall not have the right to exercise the right set
      forth in the immediately preceding proviso more than once in any 365-day period
      in respect of a Demand Registration hereunder.

     

    3.1.2  Copies.
      The
      Company shall, prior to filing a Registration Statement or Prospectus, or any
      amendment or supplement thereto, furnish without charge to the holders of
      Insider Shares included in such registration, and such holders’ legal counsel,
      copies of such Registration Statement as proposed to be filed, each amendment
      and supplement to such Registration Statement (in each case including all
      exhibits thereto and documents incorporated by reference therein), the
      Prospectus included in such Registration Statement (including each preliminary
      Prospectus), and such other documents as the holders of Insider Shares included
      in such registration or legal counsel for any such holders may reasonably
      request in order to facilitate the disposition of the Insider Shares owned
      by
      such holders.

     

    3.1.3  Amendments
      and Supplements.
      The
      Company shall prepare and file with the Commission such amendments, including
      post-effective amendments, and supplements to such Registration Statement and
      the Prospectus used in connection therewith as may be necessary to keep such
      Registration Statement effective and in compliance with the provisions of the
      Securities Act until all Insider Shares, and all other securities covered by
      such Registration Statement, have been disposed of in accordance with the
      intended method(s) of distribution set forth in such Registration Statement
      (which period shall not exceed the sum of one hundred eighty (180) days plus
      any
      period during which any such disposition is interfered with by any stop order
      or
      injunction of the Commission or any governmental agency or court) or such
      securities have been withdrawn.

     

    
      
        
        

      

      
        9.

        
          

        

      

      
        
        

      

    

    3.1.4  Notification.
      After
      the filing of a Registration Statement, the Company shall promptly, and in
      no
      event more than two (2) Business Days after such filing, notify the holders
      of
      Insider Shares included in such Registration Statement of such filing, and
      shall
      further notify such holders promptly and confirm such advice in writing in
      all
      events within two (2) Business Days of the occurrence of any of the following:
      (i) when such Registration Statement becomes effective; (ii) when any
      post-effective amendment to such Registration Statement becomes effective;
      (iii)
      the issuance or threatened issuance by the Commission of any stop order (and
      the
      Company shall take all actions required to prevent the entry of such stop order
      or to remove it if entered); and (iv) any request by the Commission for any
      amendment or supplement to such Registration Statement or any Prospectus
      relating thereto or for additional information or of the occurrence of an event
      requiring the preparation of a supplement or amendment to such Prospectus so
      that, as thereafter delivered to the purchasers of the securities covered by
      such Registration Statement, such Prospectus will not contain an untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      and
      promptly make available to the holders of Insider Shares included in such
      Registration Statement any such supplement or amendment; except that before
      filing with the Commission a Registration Statement or Prospectus or any
      amendment or supplement thereto, including documents incorporated by reference,
      the Company shall furnish to the holders of Insider Shares included in such
      Registration Statement and to the legal counsel for any such holders, copies
      of
      all such documents proposed to be filed sufficiently in advance of filing to
      provide such holders and legal counsel with a reasonable opportunity to review
      such documents and comment thereon, and the Company shall not file any
      Registration Statement or Prospectus or amendment or supplement thereto,
      including documents incorporated by reference, to which such holders or their
      legal counsel shall reasonably object.

     

    3.1.5  State
      Securities Laws Compliance.
      The
      Company shall use commercially reasonable efforts to (i) register or qualify
      the
      Insider Shares covered by the Registration Statement under such securities
      or
“blue sky” laws of such jurisdictions in the United States as the holders of
      Insider Shares included in such Registration Statement (in light of their
      intended plan of distribution) may request and (ii) take such action necessary
      to cause such Insider Shares covered by the Registration Statement to be
      registered with or approved by such other federal or state authorities as may
      be
      necessary by virtue of the business and operations of the Company and do any
      and
      all other acts and things that may be necessary or advisable to enable the
      holders of Insider Shares included in such Registration Statement to consummate
      the disposition of such Insider Shares in such jurisdictions; provided,
      however,
      that in
      no event shall the Company be required to register the Insider Shares in a
      jurisdiction in which such registration would cause (i) the Company to be
      obligated to qualify to do business in any such jurisdiction, or would subject
      the Company to taxation as a foreign corporation doing business in such
      jurisdiction or (ii) the principal stockholders of the Company to be obligated
      to escrow their shares of capital stock of the Company (except to the extent
      such shares are already subject to an escrow in such jurisdiction).

     

    3.1.6  Agreements
      for Disposition.
      The
      Company shall enter into customary agreements (including, if applicable, an
      underwriting agreement in customary form) and take such other actions as are
      reasonably required in order to expedite or facilitate the disposition of such
      Insider Shares. The representations, warranties and covenants of the Company
      in
      any underwriting agreement which are made to or for the benefit of any
      Underwriters, to the extent applicable, shall also be made to and for the
      benefit of the holders of Insider Shares included in such registration
      statement. No holder of Insider Shares included in such registration statement
      shall be required to make any representations or warranties in the underwriting
      agreement except as reasonably requested by the Company and, if applicable,
      with
      respect to such holder’s organization, good standing, authority, title to
      Insider Shares, lack of conflict of such sale with such holder’s material
      agreements and organizational documents, and with respect to written information
      relating to such holder that such holder has furnished in writing expressly
      for
      inclusion in such Registration Statement. Holders of Insider Shares shall agree
      to such covenants and indemnification and contribution obligations for selling
      stockholders as are customarily contained in agreements of that type. Further,
      such holders shall cooperate fully in the preparation of the registration
      statement and other documents relating to any offering in which they include
      securities pursuant to Section 2 hereof. Each holder shall also furnish to
      the
      Company such information regarding itself, the Insider Shares held by such
      holder, and the intended method of disposition of such securities as shall
      be
      reasonably required to effect the registration of the Insider
      Shares.

     

    
      
        
        

      

      
        10.

        
          

        

      

      
        
        

      

    

    3.1.7  Cooperation.
      The
      principal executive officer of the Company, the principal financial officer
      of
      the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Insider Shares hereunder, which cooperation shall include,
      without limitation, the preparation of the Registration Statement with respect
      to such offering and all other offering materials and related documents, and
      participation in meetings with Underwriters, attorneys, accountants and
      potential investors.

     

    3.1.8  Records.
      The
      Company shall make available for inspection by the holders of Insider Shares
      included in such Registration Statement, any Underwriter participating in any
      disposition pursuant to such registration statement and any attorney, accountant
      or other professional retained by any holder of Insider Shares included in
      such
      Registration Statement or any Underwriter, all financial and other records,
      pertinent corporate documents and properties of the Company, as shall be
      necessary to enable them to exercise their due diligence responsibility, and
      cause the Company’s officers, directors and employees to supply all information
      reasonably requested by any of them in connection with such Registration
      Statement.

     

    3.1.9  Opinions
      and Comfort Letters.
      The
      Company shall furnish to each holder of Insider Shares included in any
      Registration Statement a signed counterpart, addressed to such holder, of (i)
      any opinion of counsel to the Company delivered to any Underwriter and (ii)
      any
      comfort letter from the Company’s independent public accountants delivered to
      any Underwriter. In the event no legal opinion is delivered to any Underwriter,
      the Company shall furnish to each holder of Insider Shares included in such
      Registration Statement, at any time that such holder elects to use a Prospectus,
      an opinion of counsel to the Company to the effect that the Registration
      Statement containing such Prospectus has been declared effective and that no
      stop order is in effect.

     

    3.1.10  Earnings
      Statement.
      The
      Company shall comply with all applicable rules and regulations of the Commission
      and the Securities Act, and make available to its shareholders, as soon as
      practicable, an earnings statement covering a period of twelve (12) months,
      beginning within six (6) months after the effective date of the registration
      statement, which earnings statement shall satisfy the provisions of Section
      11(a) of the Securities Act and Rule 158 thereunder.

     

    3.1.11  Listing.
      The
      Company shall use commercially reasonable efforts to cause all Insider Shares
      included in any registration to be listed on such exchanges or otherwise
      designated for trading in the same manner as similar securities issued by the
      Company are then listed or designated or, if no such similar securities are
      then
      listed or designated, in a manner satisfactory to the holders of a majority
      of
      the Insider Shares that are included in such registration.

     

    3.2  Obligation
      to Suspend Distribution.
      Upon
      receipt of any notice from the Company of the happening of any event of the
      kind
      described in Section 3.1.4(iv), or, in the case of a resale registration on
      Form
      S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant
      to a written insider trading compliance program adopted by the Company’s Board
      of Directors, of the ability of all “insiders” covered by such program to
      transact in the Company’s securities because of the existence of material
      non-public information, each holder of Insider Shares included in any
      registration shall immediately discontinue disposition of such Insider Shares
      pursuant to the Registration Statement covering such Insider Shares until such
      holder receives the supplemented or amended Prospectus contemplated by Section
      3.1.4(iv) or the restriction on the ability of “insiders” to transact in the
      Company’s securities is removed, as applicable, and, if so directed by the
      Company, each such holder will deliver to the Company all copies, other than
      permanent file copies then in such holder’s possession, of the most recent
      Prospectus covering such Insider Shares at the time of receipt of such
      notice.

     

    
      
        
        

      

      
        11.

        
          

        

      

      
        
        

      

    

    3.3  Registration
      Expenses.
      The
      Company shall bear all customary costs and expenses incurred in connection
      with
      any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration
      pursuant to Section 2.2, and any registration on Form S-3 effected pursuant
      to
      Section 2.3, and all reasonable expenses incurred in performing or complying
      with its other obligations under this Agreement, whether or not the Registration
      Statement becomes effective, including, without limitation: (i) all registration
      and filing fees; (ii) fees and expenses of compliance with securities or “blue
      sky” laws (including fees and disbursements of counsel in connection with blue
      sky qualifications of the Insider Shares, subject to the limit set forth in
      paragraph (ix) below); (iii) printing expenses; (iv) the Company’s internal
      expenses (including, without limitation, all salaries and expenses of its
      officers and employees); (v) the fees and expenses incurred in connection with
      the listing of the Insider Shares, as required by Section 3.1.11; (vi) National
      Association of Securities Dealers, Inc. fees; (vii) fees and disbursements
      of
      counsel for the Company and fees and expenses for independent certified public
      accountants retained by the Company (including the expenses or costs associated
      with the delivery of any opinions or comfort letters requested pursuant to
      Section 3.1.9); (viii) the fees and expenses of any special experts retained
      by
      the Company in connection with such registration and (ix) the fees and expenses
      of one legal counsel selected by the holders of a majority-in-interest of the
      Insider Shares that are included in such registration (not to exceed, including
      the fees and disbursements to counsel in clause (ii) of this Section 3.3,
      $20,000). The Company shall have no obligation to pay any underwriting discounts
      or selling commissions attributable to the Insider Shares being sold by the
      holders thereof, which underwriting discounts or selling commissions shall
      be
      borne solely by such holders. Additionally, in an underwritten offering, all
      selling shareholders and the Company shall bear the expenses of the underwriter
      pro rata in proportion to the respective amount of shares each is selling in
      such offering.

     

    3.4  Information.
      The
      holders of Insider Shares shall provide such information as may reasonably
      be
      requested by the Company, or the managing Underwriter, if any, in connection
      with the preparation of any Registration Statement, including amendments and
      supplements thereto, in order to effect the registration of any Insider Shares
      under the Securities Act pursuant to Section 2 and in connection with the
      Company’s obligation to comply with federal and applicable state securities
      laws.

     

    3.5  Holder
      Obligations.
      No
      holder of Insider Shares may participate in any underwritten offering pursuant
      to this Section 3 unless such holder (i) agrees to sell only such holder’s
      Insider Shares on the basis reasonably provided in any underwriting agreement,
      and (ii) completes, executes and delivers any and all questionnaires, powers
      of
      attorney, custody agreements, indemnities, underwriting agreements and other
      documents reasonably required by or under the terms of any underwriting
      agreement or as reasonably requested by the Company.

     

    
      	4.  	
              Indemnification
                And Contribution.

            


    

     

    4.1  Indemnification
      by the Company.
      The
      Company agrees to indemnify and hold harmless each Insider and each other holder
      of Insider Shares, and each of their respective officers, employees, affiliates,
      directors, partners, members, attorneys and agents, and each person, if any,
      who
      controls an Insider and each other holder of Insider Shares (within the meaning
      of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each,
      an
“Insider
      Indemnified Party”),
      from
      and against any expenses, losses, judgments, claims, damages or liabilities,
      whether joint or several, arising out of or based upon any untrue statement
      (or
      allegedly untrue statement) of a material fact contained in any Registration
      Statement under which the sale of such Insider Shares was registered under
      the
      Securities Act, any preliminary Prospectus, final Prospectus or summary
      Prospectus contained in the Registration Statement, or any amendment or
      supplement to such Registration Statement, or arising out of or based upon
      any
      omission (or alleged omission) to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, except
      insofar as such expense, loss, claim, damage or liability arises out of or
      is
      based upon any untrue statement or allegedly untrue statement or omission or
      alleged omission made in such Registration Statement, preliminary Prospectus,
      final Prospectus, or summary Prospectus, or any such amendment or supplement,
      in
      reliance upon and in conformity with information furnished to the Company,
      in
      writing, by such selling holder expressly for use therein; provided,
      however,
      that
      the foregoing indemnity shall not inure to the benefit of any holder (or to
      the
      benefit of any person controlling such holder) from whom the person asserting
      such losses, claims or liabilities purchased the Insider Shares, if a copy
      of
      the Prospectus (as then amended or supplemented if the Company shall have
      furnished any amendments or supplements thereto) was not sent or given by or
      on
      behalf of such holder to such person, if required by law so to have been
      delivered at or prior to the written confirmation of the sale of the Insider
      Shares to such person, and if the Prospectus (as so amended or supplemented)
      would have cured the defect giving rise to such losses, claims, damages or
      liabilities, unless such failure is the result of noncompliance by the Company
      with Section 3.1.3 hereof. The Company also shall indemnify the Underwriter,
      their officers, employees, affiliates, directors, partners, members, attorneys
      and agents, and each person who controls the Underwriter on substantially the
      same basis as that of the indemnification provided above in this Section
      4.1.

     

    
      
        
        

      

      
        12.

        
          

        

      

      
        
        

      

    

    4.2  Indemnification
      by Holders of Insider Shares.
      Each
      selling holder of Insider Shares will, with respect to any Registration
      Statement where Insider Shares were registered under the Securities Act,
      indemnify and hold harmless the Company, each of its directors and officers,
      each underwriter, if any, and each other person, if any, who controls such
      selling holder, such underwriter or the Company (within the meaning of Section
      15 of the Securities Act or Section 20 of the Exchange Act), against any losses,
      claims, judgments, damages or liabilities, whether joint or several, insofar
      as
      such losses, claims, judgments, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon any untrue statement or allegedly untrue
      statement of a material fact contained in any Registration Statement under
      which
      the sale of such Insider Shares was registered under the Securities Act, any
      preliminary Prospectus, final Prospectus or summary Prospectus contained in
      the
      Registration Statement, or any amendment or supplement to the Registration
      Statement, or arise out of or are based upon any omission or the alleged
      omission to state a material fact required to be stated therein or necessary
      to
      make the statement therein not misleading, if the statement or omission was
      made
      in reliance upon and in conformity with information furnished in writing to
      the
      Company by such selling holder expressly for use therein, and shall reimburse
      the Company, its directors and officers, and each such controlling person for
      any legal or other expenses reasonably incurred by any of them in connection
      with investigation or defending any such loss, claim, damage, liability or
      action. Each selling holder’s indemnification obligations hereunder shall be
      several and not joint and shall be limited to the amount of any net proceeds
      actually received by such selling holder in connection with the sale of the
      Insider Shares by such selling holder pursuant to the Registration Statement
      containing such untrue statement or allegedly untrue statement.

     

    4.3  Conduct
      of Indemnification Proceedings.
      Promptly after receipt by any person of any notice of any loss, claim, damage
      or
      liability or any action in respect of which indemnity may be sought pursuant
      to
      Section 4.1 or 4.2, such person (the “Indemnified
      Party”)
      shall,
      if a claim in respect thereof is to be made against any other person for
      indemnification hereunder, promptly notify such other person (the “Indemnifying
      Party”)
      in
      writing of the loss, claim, judgment, damage, liability or action. If the
      Indemnified Party is seeking indemnification with respect to any claim or action
      brought against the Indemnified Party, then the Indemnifying Party shall be
      entitled to participate in such claim or action, and, to the extent that it
      elects jointly with all other Indemnifying Parties, to assume control of the
      defense thereof with counsel satisfactory to the Indemnified Party. After notice
      from the Indemnifying Party to the Indemnified Party of its election to assume
      control of the defense of such claim or action, the Indemnifying Party shall
      not
      be liable to the Indemnified Party for any legal or other expenses subsequently
      incurred by the Indemnified Party in connection with the defense thereof other
      than reasonable costs of investigation. In any such proceeding, the Indemnified
      Party shall have the right to retain its own counsel, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party unless (i)
      the
      Indemnified Party and the Indemnifying Party shall have mutually agreed to
      the
      retention of such counsel, or (ii) the named parties to any such proceeding
      (including any impleaded parties) include both the Indemnified Party and the
      Indemnifying Party and representation of both parties by the same counsel would
      be inappropriate due to actual or potential differing interest between them.
      The
      Indemnifying Party shall not be liable for any settlement of any proceeding
      effected without its written consent, but if settled with such consent or there
      is a final judgment for the plaintiff, the Indemnifying Party agrees to
      indemnify the Indemnified Party from and against any loss or liability by reason
      of such settlement or judgment. Notwithstanding the foregoing sentence, if
      at
      any time an Indemnified Party shall have requested an Indemnifying Party to
      reimburse the Indemnified Party for fees and expenses of counsel as contemplated
      in this Section 4.3, the Indemnifying Party agrees that it shall be liable
      for
      any settlement of any proceeding effected without its written consent if (i)
      such settlement is entered into more than thirty (30) days after receipt by
      such
      Indemnifying Party of the aforesaid request, and (ii) such Indemnifying Party
      shall not have reimbursed the Indemnified Party in accordance with such request
      prior to the date of such settlement (other than reimbursement for fees and
      expenses the Indemnifying Party is contesting in good faith). No Indemnifying
      Party shall, without the prior written consent of the Indemnified Party, consent
      to entry of judgment or effect any settlement of any claim or pending or
      threatened proceeding in respect of which the Indemnified Party is or could
      have
      been a party and indemnity could have been sought hereunder by such Indemnified
      Party, unless such judgment or settlement includes an unconditional release
      of
      such Indemnified Party from all liability arising out of such claim or
      proceeding.

     

    
      
        
        

      

      
        13.

        
          

        

      

      
        
        

      

    

    4.4  Contribution.

     

    4.4.1  If
      the
      indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
      unavailable to any Indemnified Party in respect of any loss, claim, damage,
      liability or action referred to herein, then each such Indemnifying Party,
      in
      lieu of indemnifying such Indemnified Party, shall contribute to the amount
      paid
      or payable by such Indemnified Party as a result of such loss, claim, damage,
      liability or action in such proportion as is appropriate to reflect the relative
      benefits received by the Indemnified Parties on the one hand and the
      Indemnifying Parties on the other from the offering. If, however, the allocation
      provided by the immediately preceding sentence is not permitted by applicable
      law or if the Indemnified Party failed to give the notice required under Section
      4.3 above, then each Indemnifying Party shall contribute to such amount paid
      or
      payable by such Indemnified Party in such proportion as is appropriate to
      reflect not only such relative benefits but also the relative fault of the
      Indemnified Parties on the one hand and the Indemnifying Parties on the other
      in
      connection with the actions or omissions which resulted in such loss, claim,
      damage, liability or action, as well as any other relevant equitable
      considerations. The relative fault of any Indemnified Party and any Indemnifying
      Party shall be determined by reference to, among other things, whether the
      untrue or alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by such
      Indemnified Party or such Indemnifying Party and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission.

     

    
      
        
        

      

      
        14.

        
          

        

      

      
        
        

      

    

    4.4.2  The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 4.4 were determined by pro
      rata
      allocation or by any other method of allocation which does not take account
      of
      the equitable considerations referred to in the immediately preceding Section
      4.4.1. The amount paid or payable by an Indemnified Party as a result of any
      loss, claim, damage, liability or action referred to in the immediately
      preceding paragraph shall be deemed to include, subject to the limitations
      set
      forth above, any legal or other expenses incurred by such Indemnified Party
      in
      connection with investigating or defending any such action or claim.
      Notwithstanding the provisions of this Section 4.4, no holder of Insider Shares
      shall be required to contribute any amount in excess of the dollar amount of
      the
      net proceeds (after payment of any underwriting fees, discounts, commissions
      or
      taxes) actually received by such holder from the sale of Insider Shares which
      gave rise to such contribution obligation. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation.

     

    
      	5.  	
              Underwriting
                And Distribution.

            


    

     

    5.1  Rule
      144.
      The
      Company covenants that it shall file any reports required to be filed by it
      under the Securities Act and the Exchange Act and shall take such further action
      as the holders of Insider Shares may reasonably request, all to the extent
      required from time to time to enable such holders to sell Insider Shares without
      registration under the Securities Act within the limitation of the exemptions
      provided by Rule 144 under the Securities Act, or any similar provision thereto,
      but not Rule 144A.

     

    
      	6.  	
              Miscellaneous.

            


    

     

    6.1  Assignment;
      No Third Party Beneficiaries.
      This
      Agreement and the rights, duties and obligations of the Company hereunder may
      not be assigned or delegated by the Company in whole or in part. This Agreement
      and the rights, duties and obligations of the holders of Insider Shares
      hereunder may be freely assigned or delegated by such holder of Insider Shares
      in conjunction with and to the extent of any permitted transfer of Insider
      Shares by any such holder in accordance with applicable law. This Agreement
      and
      the provisions hereof shall be binding upon and shall inure to the benefit
      of
      each of the parties and their respective successors and the permitted assigns
      of
      the Insider or holder of Insider Shares or of any assignee of the Insider or
      holder of Insider Shares. This Agreement is not intended to confer any rights
      or
      benefits on any persons that are not party hereto other than as expressly set
      forth in Section 4 and this Section 6.1.

     

    6.2  Notices.
      All
      notices, demands, requests, consents, approvals or other communications
      (collectively, “Notices”)
      required or permitted to be given hereunder or which are given with respect
      to
      this Agreement shall be in writing and shall be personally served, delivered
      by
      reputable air courier service with charges prepaid, or transmitted by hand
      delivery, telegram, telex or facsimile, addressed as set forth below, or to
      such
      other address as such party shall have specified most recently by written notice
      provided in accordance with this Section 6.2. Notice shall be deemed given
      on
      the date of service or transmission if personally served or transmitted by
      telegram, telex or facsimile; provided,
      that if
      such service or transmission is not on a Business Day or is after normal
      business hours, then such notice shall be deemed given on the next Business
      Day.
      Notice otherwise sent as provided herein shall be deemed given on the next
      Business Day following timely delivery of such notice to a reputable air courier
      service with an order for next-day delivery.

     

    


    
      
        
           

          
          

        

        
          15.

          
            

          

        

        
          
          

        

      

    

    


    To
      the
      Company:

     

    Ad.Venture
      Partners, Inc.

    360
      Madison Avenue, 21st Floor 

    New
      York,
      New York 10017 

    Attention:
      Chief Executive Officer

     

    with
      a
      copy to:

     

    Cooley
      Godward Kronish LLP 

    101
      California Street, 5th
      Floor

    San
      Francisco, CA 94111 

    Attention:
      Kenneth L. Guernsey

    To
      an
      Insider, to the address set forth below such Insider’s name on the signature
      pages hereof.

     

    with
      a
      copy to:

     

    Cooley
      Godward Kronish LLP 

    101
      California Street, 5th
      Floor


    San
      Francisco, CA 94111 

    Attention:
      Kenneth L. Guernsey

     

    6.3  Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable.

     

    6.4  Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument.

     

    6.5  Entire
      Agreement.
      This
      Agreement (including all agreements entered into pursuant hereto and all
      certificates and instruments delivered pursuant hereto and thereto) constitute
      the entire agreement of the parties with respect to the subject matter hereof
      and supersede all prior and contemporaneous agreements, representations,
      understandings, negotiations and discussions between the parties, whether oral
      or written.

     

    6.6  Modifications
      and Amendments.
      No
      amendment, modification or termination of this Agreement shall be binding upon
      any party unless executed in writing by such party.

     

    6.7  Titles
      and Headings.
      Titles
      and headings of sections of this Agreement are for convenience only and shall
      not affect the construction of any provision of this Agreement.

     

    6.8  Waivers
      and Extensions.
      Any
      party to this Agreement may waive any right, breach or default which such party
      has the right to waive, provided,
      that
      such waiver will not be effective against the waiving party unless it is in
      writing, is signed by such party, and specifically refers to this Agreement.
      Waivers may be made in advance or after the right waived has arisen or the
      breach or default waived has occurred. Any waiver may be conditional. No waiver
      of any breach of any agreement or provision herein contained shall be deemed
      a
      waiver of any preceding or succeeding breach thereof nor of any other agreement
      or provision herein contained. No waiver or extension of time for performance
      of
      any obligations or acts shall be deemed a waiver or extension of the time for
      performance of any other obligations or acts.

     

    
      
        
        

      

      
        16.

        
          

        

      

      
        
        

      

    

    6.9  Remedies
      Cumulative.
      In the
      event that the Company fails to observe or perform any covenant or agreement
      to
      be observed or performed under this Agreement, the Insider or any other holder
      of Insider Shares may proceed to protect and enforce its rights by suit in
      equity or action at law, whether for specific performance of any term contained
      in this Agreement or for an injunction against the breach of any such term
      or in
      aid of the exercise of any power granted in this Agreement or to enforce any
      other legal or equitable right, or to take any one or more of such actions,
      without being required to post a bond. None of the rights, powers or remedies
      conferred under this Agreement shall be mutually exclusive, and each such right,
      power or remedy shall be cumulative and in addition to any other right, power
      or
      remedy, whether conferred by this Agreement or now or hereafter available at
      law, in equity, by statute or otherwise.

     

    6.10  Governing
      Law.
      This
      Agreement shall be governed by and interpreted and construed in accordance
      with
      the laws of the State of New York applicable to contracts formed and to be
      performed entirely within the State of New York, without regard to the conflicts
      of law provisions thereof to the extent such principles or rules would require
      or permit the application of the laws of another jurisdiction. The Company
      and
      the holders of the Insider Shares irrevocably and unconditionally submit to
      the
      exclusive jurisdiction of the United States District Court for the Southern
      District of New York or, if such court does not have jurisdiction, the New
      York
      State Supreme Court in the Borough of Manhattan, in any action arising out
      of or
      relating to this Agreement, agree that all claims in respect of the action
      may
      be heard and determined in any such court and agree not to bring any action
      arising out of or relating to this Agreement in any other court. In any action,
      the Company and the holders of the Insider Shares irrevocably and
      unconditionally waive and agree not to assert by way of motion, as a defense
      or
      otherwise any claims that it is not subject to the jurisdiction of the above
      court, that such action is brought in an inconvenient forum or that the venue
      of
      such action is improper. Without limiting the foregoing, the Company and the
      holders of the Insider Shares agree that service of process at each parties
      respective addresses as provided for in Section 6.2 above shall be deemed
      effective service of process on such party.

     

    6.11  Waiver
      of Trial by Jury.
      Each
      party hereby irrevocably and unconditionally waives the right to a trial by
      jury
      in any action, suit, counterclaim or other proceeding (whether based on
      contract, tort or otherwise) arising out of, connected with or relating to
      this
      Agreement, the transactions contemplated hereby, or the actions of the Insider
      in the negotiation, administration, performance or enforcement
      hereof.

     

    [Remainder
      Of Page Intentionally Left Blank]

    
 

    


    
      
        
          
             

          

          
          

        

        
          17.

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    In
      Witness Whereof,
      the
      parties have caused this Amended and Restated Registration Rights Agreement
      to
      be executed and delivered by their duly authorized representatives as of the
      date first written above.

     

    AD.VENTURE
      PARTNERS, INC.

     

    By:
      __________________________________ 

    Name:
      Howard S. Balter 

    Title:
      Chief Executive Officer

     

    INSIDERS:

     

    By:
      __________________________________ 

    Howard
      S.
      Balter

     

    c/o
      Ad.Venture Partners, Inc.

    360
      Madison Avenue, 21st
      Floor

    New
      York,
      New York 10017

     

    By:
      __________________________________ 

    Ilan
      M.
      Slasky

     

    c/o
      Ad.Venture Partners, Inc.

    360
      Madison Avenue, 21st
      Floor

    New
      York,
      New York 10017

     

    By:
      __________________________________ 

    Lawrence
      J. Askowitz

     

    c/o
      Ad.Venture Partners, Inc.

    360
      Madison Avenue, 21st
      Floor

    New
      York,
      New York 10017

     

    By:
      __________________________________ 

    Dr.
      Shlomo Kalish

     

    c/o
      Ad.Venture Partners, Inc.

    360
      Madison Avenue, 21st
      Floor

    New
      York,
      New York 10017

     

    


    
      
        
           

          
          

        

        
          1.

          
            

          

        

        
          
          

        

      

    

    


    By:
      __________________________________ 

    Thomas
      Rogers

     

    c/o
      Ad.Venture Partners, Inc.

    360
      Madison Avenue, 21st
      Floor

    New
      York,
      New York 10017

     

    JF
      Investments
      LLC

     

    By:
      __________________________________ 

    Name:
      Ken
      Jacquin

    Title:

     

    c/o
      Ad.Venture Partners, Inc.

    360
      Madison Avenue, 21st
      Floor

    New
      York,
      New York 10017

     

    By:
      __________________________________ 

    William
      Margiloff

     

    c/o
      Ad.Venture Partners, Inc.

    360
      Madison Avenue, 21st
      Floor

    New
      York,
      New York 10017

     

    By:
      __________________________________ 

    Hillel
      Weinberger

     

    c/o
      Ad.Venture Partners, Inc.

    360
      Madison Avenue, 21st
      Floor

    New
      York,
      New York 10017

     

    By:
      __________________________________

    M.
      Brian
      McCarthy

     

    [Address]

     

    By:
      __________________________________

    
      	 	 	
              Peter
                Giacalone

            


    

     

    [Address]

     

    


    
      
        
           

          
          

        

        
          2.

          
            

          

        

        
          
          

        

      

    

    


    By:
      __________________________________

    
      	 	 	
              Anton
                R. Simunovic

            


    

     

    [Address]

     

    By:
      __________________________________

    
      	 	 	
              Byron
                G. Osing

            


    

     

    [Address]

     

    By:
      __________________________________

    
      	 	 	
              David
                R. Hallmen

            


    

     

    [Address]

     

    By:
      __________________________________

    
      	 	 	
              Matthew
                G. Roszak

            


    

     

    [Address]

     

    


     

    


     

    


    
      
        
          
             

          

          
          

        

        
          3.

          
            

          

        

        
          
          

          
            


          

        

      

    

     

    
      Schedule
        N

       

      AMENDED
        AND RESTATED CERTIFICATE OF INCORPORATION

       

      
        
          
          

        

        
          1.

          
            

          

        

        
          
          

        

      


      AMENDED
        AND RESTATED CERTIFICATE OF INCORPORATION OF

      AD.VENTURE
        PARTNERS, INC.

      ____________________________

       

      Pursuant
        to Sections 242 and 245

      of
        the

      Delaware
        General Corporation Law

       

      ____________________________

       

      Howard
        S.
        Balter hereby certifies as follows:

       

      1.  The
        original name of the corporation was “ad.venture
        partners, inc.”,
        and
        the date of filing of the original Certificate of Incorporation with the
        Secretary of State of the State of Delaware was April 7, 2005.

       

      2.  The
        present name of the corporation, as reflected in the Amended and Restated
        Certificate of Incorporation filed with the Secretary of State of the State
        of
        Delaware on August 24, 2005 (the “Prior
        Certificate”)
        is
“Ad.Venture
        Partners, Inc.”;

       

      3.  This
        Amended and Restated Certificate of Incorporation restates, integrates and
        amends the Prior Certificate;

       

      4.  This
        Amended and Restated Certificate of Incorporation was duly adopted by the
        directors and stockholders of the corporation in accordance with the applicable
        provisions of Sections 242 and 245 of the General Corporation Law of the
        State
        of Delaware (“DGCL”);
        and

       

      5.  The
        text
        of the Prior Certificate of the corporation is hereby amended and restated
        to
        read, in full, as follows: 

       

      First.
        The name
        of the Corporation is hereby changed to “180
        Connect Inc.”
(the
        “Corporation”).

       

      Second.
        The
        registered office of the Corporation is located at 1209 Orange Street, in
        the
        City of Wilmington, County of New Castle 19801. The name of its registered
        agent
        at that address is The Corporation Trust Company.

       

      Third.
        The
        purpose of the Corporation shall be: To engage in any lawful act or activity
        for
        which corporations may be organized under the DGCL.

       

      Fourth.
        The
        total number of shares of all classes of capital stock which the Corporation
        shall have authority to issue is 101,000,000 of which 100,000,000 shares
        shall
        be Common Stock with a par value of $0.0001 per share and of which 1,000,000
        shares shall be Preferred Stock with a par value of $0.0001 per
        share.

       

      A.  Common
        Stock.
        Except
        as otherwise required by law, as provided below with respect to the Special
        Voting Share or as otherwise provided in any Preferred Stock Designation,
        the
        holders of Common Stock shall exclusively possess all voting power and each
        share of Common Stock shall have one vote; provided, however, that except
        as
        otherwise required by law, holders of Common Stock shall not be entitled
        to vote
        on any amendment to this Amended and Restated Certificate of Incorporation
        (including any certificate of designation filed with respect to any series
        of
        Preferred Stock) that relates solely to the terms of one or more outstanding
        series of Preferred Stock if the holders of such affected series are entitled,
        either separately or together as a class with the holders or one or more
        other
        such series, to vote thereon by law or pursuant to this Amended and Restated
        Certificate of Incorporation (including any certificate of designation filed
        with respect to any series of Preferred Stock).

       

      
        
          
          

        

        
          2.

          
            

          

        

        
          
          

        

      

       

      B.  Preferred
        Stock. 1
        of the
        authorized shares of Preferred Stock is hereby designated as the “Special Voting
        Share” (the “Special
        Voting Share”).
        The
        remaining shares of Preferred Stock may be issued from time to time in one
        or
        more series. The Board of Directors is expressly granted authority to issue
        any
        or all of the remaining unissued and undesignated shares of Preferred Stock,
        in
        one or more series, and to fix for each such series such voting powers, full
        or
        limited, and such designations, preferences and relative, participating,
        optional or other special rights and such qualifications, limitations or
        restrictions thereof as shall be stated and expressed in the resolution or
        resolutions adopted by the Board of Directors providing for the issue of
        such
        series (a “Preferred
        Stock Designation”)
        and as
        may be permitted by the DGCL. The number of authorized shares of Preferred
        Stock
        may be increased or decreased (but not below the number of shares thereof
        then
        outstanding) by the affirmative vote of the holders of a majority of the
        voting
        power of all of the then outstanding shares of the capital stock of the
        Corporation entitled to vote generally in the election of directors, voting
        together as a single class, without a separate vote of the holders of the
        Preferred Stock, or any series thereof, unless a vote of any such holders
        is
        required to take such action pursuant to any Preferred Stock Designation.
        In
        case the number of shares of any series shall be decreased in accordance
        with
        the foregoing sentence, the shares constituting such decrease shall resume
        the
        status that they had prior to the adoption of the resolution originally fixing
        the number of shares of such series.

       

      C.  Special
        Voting Share. The
        rights, preferences, privileges, restrictions and other matters relating
        to the
        Special Voting Share are as follows:

       

      (1)  Voting
        Rights.

       

      a.  The
        Special Voting Share shall entitle the holder thereof to an aggregate number
        of
        votes,
        on any
        particular matter, proposition or question,
        equal to
        the number of exchangeable shares (“Exchangeable
        Shares”)
        of
6732097
        Canada Inc., a corporation incorporated under the laws of Canada and an indirect
        wholly-owned subsidiary of the Corporation, outstanding from time to time
        which
        are not owned by the Corporation or any of its direct or indirect
        subsidiaries,
        multiplied by a number equal to the number of votes to which a holder of
        one
        share of common stock is entitled with respect to such matter, proposition
        or
        question.

       

      b.  Except
        as
        otherwise provided herein or by law, the holder of the Special Voting Share
        and
        the holders of shares of Common Stock shall vote together as one class on
        all
        matters submitted to a vote of the stockholders of the Corporation.

       

      
        
          
          

        

        
          3.

          
            

          

        

        
          
          

        

      

       

      c.  Except
        as
        set forth herein, the holder of the Special Voting Share shall have no special
        voting rights, and its consent shall not be required (except to the extent
        it is
        entitled to vote with the holders of shares of Common Stock as set forth
        herein)
        for taking any corporate action.

       

      d.  The
        holder of the Special Voting Share is entitled to exercise the voting rights
        attendant thereto in such manner as such holder desires.

       

      (2)  Cancellation
        or Reacquisition.

       

      a.  At
        such
        time as (A) the Special Voting Share entitles its holder to a number of votes
        equal to zero because there are no Exchangeable Shares of l
        outstanding which are not owned by the Corporation or any of its direct or
        indirect subsidiaries and (B) there is no share of stock, debt, option or
        other
        agreement, obligation or commitment of l
        which
        could by its terms require it to issue any Exchangeable Shares to any person
        other than the Corporation or any of its direct or indirect subsidiaries,
        then
        the Special Voting Share shall thereupon be retired and cancelled promptly
        thereafter. 

       

      b.  If
        the
        Special Voting Share should be repurchased or otherwise acquired by the
        Corporation in any manner whatsoever, then the Special Voting Share shall
        be
        retired and cancelled promptly after the acquisition thereof. 

       

      c.  Such
        share shall upon its cancellation, and upon the taking of any action required
        by
        applicable law, become an authorized but unissued preferred share as part
        of a
        new series of preferred shares to be created by resolution or resolutions
        of the
        Board of Directors, subject to the conditions and restrictions on issuance
        set
        forth herein.

       

      (3)  Dividends
        and Distributions.
        The
        holder of the Special Voting Share shall not be entitled to receive any portion
        of any dividend or distribution at any time.

       

      (4)  Liquidation,
        Dissolution or Winding Up.
        Upon any
        liquidation, dissolution or winding up of the Corporation, the holder of
        the
        Special Voting Share shall not be entitled to any portion of any related
        distribution.

       

      (5)  No
        Redemption or Conversion. The
        Special Voting Share shall not be redeemable or convertible.

       

      Fifth. The
        Board
        of Directors shall be divided into three classes: Class A, Class B and Class
        C.
        The number of directors in each class shall be as nearly equal as possible.
        The
        directors of the Corporation on the date hereof shall determine their class.
        To
        the extent any additional directors are elected or appointed prior to the
        Corporation’s first Annual Meeting of Stockholders, the directors of the
        Corporation shall determine the class of such additional directors. The
        directors in Class A shall be elected for a term expiring at the first Annual
        Meeting of Stockholders
        occurring after the date of this Amended and Restated Certificate of
        Incorporation,
        the
        directors in Class B shall be elected for a term expiring at the second Annual
        Meeting of Stockholders occurring
        after the date of this Amended and Restated Certificate of Incorporation
        and
        the
        directors in Class C shall be elected for a term expiring at the third Annual
        Meeting of Stockholders
        occurring after the date of this Amended and Restated Certificate of
        Incorporation.
        Commencing at the first Annual Meeting of Stockholders, and at each Annual
        Meeting of Stockholders thereafter, directors elected to succeed those directors
        whose terms expire in connection with such Annual Meeting of Stockholders
        shall
        be elected for a term of office to expire at the third succeeding Annual
        Meeting
        of Stockholders after their election. Except as the DGCL may otherwise require,
        in the interim between Annual Meetings of Stockholders or Special Meetings
        of
        Stockholders called for the election of directors and/or the removal of one
        or
        more directors and the filling of any vacancy in connection therewith, newly
        created directorships and any vacancies in the Board of Directors, including
        unfilled vacancies resulting from the removal of directors for cause, may
        be
        filled by the vote of a majority of the remaining directors then in office,
        although less than a quorum (as defined in the Corporation’s Bylaws), or by the
        sole remaining director. All directors shall hold office until the expiration
        of
        their respective terms of office and until their successors shall have been
        elected and qualified. A director elected to fill a vacancy resulting from
        the
        death, resignation or removal of a director shall serve for the remainder
        of the
        full term of the director whose death, resignation or removal shall have
        created
        such vacancy and until his successor shall have been elected and
        qualified.

       

      
        
          
          

        

        
          4.

          
            

          

        

        
          
          

        

      

       

      Sixth.
        The following provisions are inserted for the management of the business
        and for
        the conduct of the affairs of the Corporation, and for further definition,
        limitation and regulation of the powers of the Corporation and of its directors
        and stockholders:

       

      A.  Election
        of directors need not be by ballot unless the Corporation’s Bylaws so
        provide.

       

      B.  The
        Board
        of Directors shall have the power, without the assent or vote of the
        stockholders, to make, alter, amend, change, add to or repeal the Corporation’s
        Bylaws as provided in the Corporation’s Bylaws.

       

      C.  The
        directors in their discretion may submit any contract or act for approval
        or
        ratification at any Annual Meeting of Stockholders or at any Special Meeting
        of
        Stockholders called for the purpose of considering any such act or contract,
        and
        any contract or act that shall be approved or be ratified by the vote of
        the
        holders of a majority of the stock of the Corporation which is represented
        in
        person or by proxy at such meeting and entitled to vote thereat (provided
        that a
        lawful quorum of stockholders be there represented in person or by proxy)
        shall
        be as valid and binding upon the Corporation and upon all the stockholders
        as
        though it had been approved or ratified by every stockholder of the Corporation,
        whether or not the contract or act would otherwise be open to legal attack
        because of directors’ interests, or for any other reason.

       

      D.  In
        addition to the powers and authorities hereinbefore stated or by statute
        expressly conferred upon them, the directors are hereby empowered to exercise
        all such powers and do all such acts and things as may be exercised or done
        by
        the Corporation; subject, notwithstanding, to the provisions of applicable
        law,
        this Amended and Restated Certificate of Incorporation, and any bylaws from
        time
        to time made by the stockholders; provided,
        however,
        that no
        bylaw so made shall invalidate any prior act of the directors which would
        have
        been valid if such bylaw had not been made.

       

      
        
          
          

        

        
          5.

          
            

          

        

        
          
          

        

      

       

      Seventh.
        The
        following paragraphs shall apply with respect to liability and indemnification
        of officers and directors:

       

      A.  A
        director of the Corporation shall not be personally liable to the Corporation
        or
        its stockholders for monetary damages for breach of fiduciary duty as a
        director, except for liability (i) for any breach of the director’s duty of
        loyalty to the Corporation or its stockholders, (ii) for acts or omissions
        not
        in good faith or which involve intentional misconduct or a knowing violation
        of
        law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
        which
        the director derived an improper personal benefit. If the DGCL is amended
        to
        authorize corporate action further eliminating or limiting the personal
        liability of directors, then the liability of a director of the Corporation
        shall be eliminated or limited to the fullest extent permitted by the DGCL,
        as
        so amended. Any repeal or modification of this paragraph A by the stockholders
        of the Corporation shall not adversely affect any right or protection of
        a
        director of the Corporation with respect to events occurring prior to the
        time
        of such repeal or modification.

       

      B.  The
        Corporation, to the full extent permitted by Section 145 of the DGCL, as
        amended
        from time to time, shall indemnify all persons whom it may indemnify pursuant
        thereto. Expenses (including attorneys’ fees) incurred by an officer or director
        in defending any civil, criminal, administrative, or investigative action,
        suit
        or proceeding or which such officer or director may be entitled to
        indemnification hereunder shall be paid by the Corporation in advance of
        the
        final disposition of such action, suit or proceeding upon receipt of an
        undertaking by or on behalf of such director or officer to repay such amount
        if
        it shall ultimately be determined that he or she is not entitled to be
        indemnified by the Corporation as authorized hereby.

       

      Eighth.
        Whenever
        a compromise or arrangement is proposed between this Corporation and its
        creditors or any class of them and/or between this Corporation and its
        stockholders or any class of them, any court of equitable jurisdiction within
        the State of Delaware may, on the application in a summary way of this
        Corporation or of any creditor or stockholder thereof or on the application
        of
        any receiver or receivers appointed for this Corporation under Section 291
        of
        Title 8 of the Delaware Code or on the application of trustees in dissolution
        or
        of any receiver or receivers appointed for this Corporation under Section
        279 of
        Title 8 of the Delaware Code order a meeting of the creditors or class of
        creditors, and/or of the stockholders or class of stockholders of this
        Corporation, as the case may be, to be summoned in such manner as the said
        court
        directs. If a majority in number representing three fourths in value of the
        creditors or class of creditors, and/or of the stockholders or class of
        stockholders of this Corporation, as the case may be, agree to any compromise
        or
        arrangement and to any reorganization of this Corporation as a consequence
        of
        such compromise or arrangement, the said compromise or arrangement and the
        said
        reorganization shall, if sanctioned by the court to which the said application
        has been made, be binding on all the creditors or class of creditors, and/or
        on
        all the stockholders or class of stockholders, of this Corporation, as the
        case
        may be, and also on this Corporation.

       

      
        
          
          

        

        
          6.

          
            

          

        

        
          
          

        

      

       

      In
        Witness Whereof,
        the
        Corporation has caused this Amended and Restated Certificate of Incorporation
        to
        be signed by Howard S. Balter, its Chief Executive Officer, as of the ___
        day of
        ___________, 2007.

       

      
        	 	               
                
	 	Howard
                S. Balter,
	 	Chief
                Executive Officer


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



     

      Table
        of Contents

       

      Page


      

        
          	
                  ARTICLE
                    1

                	
                  INTERPRETATION

                	
                  1

                
	
                  1.1

                	
                  Definitions

                	
                  1

                
	
                  1.2

                	
                  Construction

                	
                  14

                
	
                  ARTICLE
                    2

                	
                  THE
                    ACQUISITION

                	
                  15

                
	
                  2.1

                	
                  Implementation
                    Steps by the Company

                	
                  15

                
	
                  2.2

                	
                  Interim
                    Order

                	
                  15

                
	
                  2.3

                	
                  Implementation
                    Steps by Parent

                	
                  16

                
	
                  2.4

                	
                  Articles
                    of Arrangement; Closing

                	
                  16

                
	
                  2.5

                	
                  Circular

                	
                  16

                
	
                  2.6

                	
                  Preparation
                    of Filings

                	
                  17

                
	
                  2.7

                	
                  Shareholder/Stockholder
                    Communications and Public Announcements

                	
                  18

                
	
                  2.8

                	
                  Closing
                    Deliveries

                	
                  18

                
	
                  ARTICLE
                    3

                	
                  REPRESENTATIONS
                    AND WARRANTIES OF COMPANY

                	
                  20

                
	
                  3.1

                	
                  Organization
                    and Good Standing

                	
                  20

                
	
                  3.2

                	
                  Authority
                    and Enforceability

                	
                  20

                
	
                  3.3

                	
                  No
                    Conflict

                	
                  21

                
	
                  3.4

                	
                  Capitalization
                    and Ownership

                	
                  22

                
	
                  3.5

                	
                  Financial
                    Statements and Compliance

                	
                  23

                
	
                  3.6

                	
                  No
                    Undisclosed Liabilities

                	
                  25

                
	
                  3.7

                	
                  Transactions
                    with Affiliates and Employees

                	
                  25

                
	
                  3.8

                	
                  Absence
                    of Certain Changes or Events

                	
                  25

                
	
                  3.9

                	
                  Taxes

                	
                  25

                
	
                  3.10

                	
                  Company
                    Intellectual Property

                	
                  28

                
	
                  3.11

                	
                  Compliance;
                    Permits; Restrictions

                	
                  30

                
	
                  3.12

                	
                  Litigation

                	
                  30

                
	
                  3.13

                	
                  Investment
                    Banking, Brokers’ and Finders’ Fees

                	
                  30

                
	
                  3.14

                	
                  Employee
                    Benefit Plans

                	
                  30

                
	
                  3.15

                	
                  Absence
                    of Liens and Encumbrances

                	
                  33

                
	
                  3.16

                	
                  Environmental
                    Matters

                	
                  33

                
	
                  3.17

                	
                  Agreements,
                    Contracts and Commitments

                	
                  34

                
	
                  3.18

                	
                  Company
                    Properties

                	
                  35

                
	
                  3.19

                	
                  Takeover
                    Statutes

                	
                  35

                
	
                  3.20

                	
                  Foreign
                    Corrupt Practices Act

                	
                  36

                
	
                  3.21

                	
                  Labor
                    Matters

                	
                  36

                
	
                  3.22

                	
                  Insurance

                	
                  37

                
	
                  ARTICLE
                    4

                	
                  REPRESENTATIONS
                    AND WARRANTIES OF PARENT AND PURCHASER

                	
                  37

                
	
                  4.1

                	
                  Organization
                    and Good Standing

                	
                  37

                
	
                  4.2

                	
                  Authority
                    and Enforceability

                	
                  38

                
	
                  4.3

                	
                  No
                    Conflict

                	
                  38

                
	
                  4.4

                	
                  Capitalization
                    and Ownership.

                	
                  39

                
	
                  4.5

                	
                  Financial
                    Statements and Compliance

                	
                  40

                
	
                  4.6

                	
                  No
                    Undisclosed Liabilities

                	
                  41

                
	
                  4.7

                	
                  Transactions
                    with Affiliates and Employees

                	
                  42

                
	
                  4.8

                	
                  Absence
                    of Certain Changes or Events

                	
                  42

                
	
                  4.9

                	
                  Taxes

                	
                  42

                
	
                  4.10

                	
                  Parent
                    Intellectual Property

                	
                  42

                
	
                  4.11

                	
                  Compliance;
                    Permits; Restrictions

                	
                  43

                


        

         

        
          
            
            

          

          
            -i-

            
              

            

          

          
            
            

          

           

          
            Table
              of Contents

            (continued)

            Page

             

          

        

        
          	
                  4.12

                	
                  Litigation

                	
                  43

                
	
                  4.13

                	
                  Brokers’
                    and Finders’ Fees

                	
                  43

                
	
                  4.14

                	
                  Employee
                    Benefit Plans

                	
                  43

                
	
                  4.15

                	
                  Absence
                    of Liens and Encumbrances

                	
                  43

                
	
                  4.16

                	
                  Agreements,
                    Contracts and Commitments

                	
                  43

                
	
                  4.17

                	
                  Parent
                    Properties

                	
                  44

                
	
                  4.18

                	
                  Trust
                    Account

                	
                  44

                
	
                  4.19

                	
                  Over-The-Counter
                    Bulletin Board Quotation

                	
                  44

                
	
                  4.20

                	
                  State
                    Takeover Statutes

                	
                  44

                
	
                  4.21

                	
                  Foreign
                    Corrupt Practices Act

                	
                  44

                
	
                  4.22

                	
                  Canco
                    and Purchaser Status

                	
                  44

                
	
                  4.23

                	
                  Business
                    Combinations

                	
                  45

                
	
                  ARTICLE
                    5

                	
                  COVENANTS

                	
                  45

                
	
                  5.1

                	
                  Access
                    and Investigation

                	
                  45

                
	
                  5.2

                	
                  Operation
                    of the Businesses of the Acquired Companies

                	
                  45

                
	
                  5.3

                	
                  Conduct
                    of Business By Parent

                	
                  47

                
	
                  5.4

                	
                  Consents
                    and Filings; Commercially Reasonable Efforts

                	
                  48

                
	
                  5.5

                	
                  Covenants
                    of the Company Regarding the Arrangement

                	
                  48

                
	
                  5.6

                	
                  Covenants
                    of Parent Regarding the Performance of Obligations

                	
                  49

                
	
                  5.7

                	
                  Mutual
                    Covenants

                	
                  49

                
	
                  5.8

                	
                  Notification

                	
                  50

                
	
                  5.9

                	
                  Confidentiality

                	
                  50

                
	
                  5.10

                	
                  Unaudited
                    Monthly and Quarterly Statements; Audited Annual Statements;
                    Pro Forma
                    Financial Statements

                	
                  50

                
	
                  5.11

                	
                  Dissenting
                    Shareholders

                	
                  51

                
	
                  5.12

                	
                  Structure
                    Changes

                	
                  51

                
	
                  5.13

                	
                  Further
                    Actions

                	
                  51

                
	
                  5.14

                	
                  Parent
                    Board Composition and Executive Officers

                	
                  51

                
	
                  5.15

                	
                  Company
                    Registration

                	
                  52

                
	
                  5.16

                	
                  Treatment
                    of Company Options, SARs, Warrants and Convertible
                    Debentures

                	
                  52

                
	
                  ARTICLE
                    6

                	
                  CONDITIONS
                    PRECEDENT TO OBLIGATION TO CLOSE

                	
                  54

                
	
                  6.1

                	
                  Conditions
                    to the Obligation of the Parent

                	
                  54

                
	
                  6.2

                	
                  Conditions
                    to the Obligation of the Company

                	
                  55

                
	
                  ARTICLE
                    7

                	
                  ADDITIONAL
                    AGREEMENTS

                	
                  56

                
	
                  7.1

                	
                  Non-Solicitation

                	
                  56

                
	
                  7.2

                	
                  Right
                    to Match

                	
                  57

                
	
                  7.3

                	
                  Agreement
                    as to Damages

                	
                  58

                
	
                  7.4

                	
                  Transaction
                    Expenses

                	
                  59

                
	
                  7.5

                	
                  Liquidated
                    Damages, Injunctive Relief and No Liability of Others

                	
                  59

                
	
                  7.6

                	
                  Resignations

                	
                  59

                
	
                  7.7

                	
                  No
                    Claim Against Trust Account

                	
                  59

                
	
                  7.8

                	
                  Parent
                    Common Stock Listing

                	
                  60

                
	
                  7.9

                	
                  Company
                    Affiliates; Restrictive Legend; Section 16 Matters

                	
                  60

                
	
                  7.10

                	
                  Form
                    S-8

                	
                  61

                
	
                  7.11

                	
                  Post-Effective
                    Time Covenants

                	
                  61

                
	
                  7.12

                	
                  Tax-Deferred
                    Transaction.

                	
                  61

                
	
                  7.13

                	
                  Withholding
                    Taxes

                	
                  61

                
	
                  7.14

                	
                  Issuer
                    Tax

                	
                  62

                
	
                  7.15

                	
                  Actions
                    Affecting Exchangeable Shares

                	
                  62

                


        

         

        
          
            
            

          

          
            -ii-

            
              

            

          

          
            
            

          

           

          
            Table
              of Contents

            (continued)

            Page

          

           

        

        
          	
                  7.16

                	
                  Solvency
                    of Purchaser

                	
                  62

                
	
                  ARTICLE
                    8

                	
                  TERM,
                    TERMINATION, AMENDMENT AND WAIVER

                	
                  62

                
	
                  8.1

                	
                  Term

                	
                  62

                
	
                  8.2

                	
                  Termination

                	
                  62

                
	
                  8.3

                	
                  Amendment

                	
                  64

                
	
                  8.4

                	
                  Waiver

                	
                  64

                
	
                  ARTICLE
                    9

                	
                  CERTAIN
                    TAX MATTERS

                	
                  65

                
	
                  9.1

                	
                  Tax
                    Matters

                	
                  65

                
	
                  9.2

                	
                  Post-Closing
                    Filings

                	
                  65

                
	
                  9.3

                	
                  Transfer
                    Taxes and Withholding Taxes

                	
                  65

                
	
                  ARTICLE
                    10

                	
                  GENERAL
                    PROVISIONS

                	
                  65

                
	
                  10.1

                	
                  Nonsurvival
                    of Representation and Warranties

                	
                  65

                
	
                  10.2

                	
                  Notices

                	
                  65

                
	
                  10.3

                	
                  Governing
                    Law; Waiver of Jury Trial

                	
                  67

                
	
                  10.4

                	
                  Injunctive
                    Relief

                	
                  67

                
	
                  10.5

                	
                  Entire
                    Agreement, Binding Effect and Assignment

                	
                  67

                
	
                  10.6

                	
                  Severability

                	
                  67

                
	
                  10.7

                	
                  Exhibits
                    and Schedules

                	
                  68

                
	
                  10.8

                	
                  No
                    Third Party Beneficiaries

                	
                  68

                
	
                  10.9

                	
                  Interpretation

                	
                  68

                
	
                  10.10

                	
                  Counterparts

                	
                  68

                


        

         

      

    

     

    


    
      
        
          
            
              	
                       

                    	
                       

                    	 


            

            


          

          
          

        

        
          -iii-

          
            

          

        

        
          
          

          
             

          

        

      

    

    



    EXHIBIT
      A
      TRANSACTION EXPENSE STATEMENT / EXCHANGE RATIO ADJUSTMENT  FORMULA

    


    SCHEDULE
      A-1 PERSONS PARTY TO COMPANY VOTING AGREEMENTS

    SCHEDULE
      A -2 PERSONS PARTY TO PARENT VOTING AGREEMENTS

    SCHEDULE
      B-1 FORM OF COMPANY VOTING AGREEMENT

    SCHEDULE
      B-2 FORM OF PARENT VOTING AGREEMENT

    SCHEDULE
      C SPECIAL RESOLUTION OF THE COMPANY SHAREHOLDERS

    SCHEDULE
      D PLAN OF ARRANGEMENT

    SCHEDULE
      E REGULATORY APPROVALS

    SCHEDULE
      F COMPANY BRING DOWN CERTIFICATE

    SCHEDULE
      G ACQUIRED COMPANIES’ CERTIFICATE RE: CORPORATE MATTERS

    SCHEDULE
      H PARENT BRING DOWN CERTIFICATE

    SCHEDULE
      I PARENT, PURCHASER AND CANCO CERTIFICATE RE: CORPORATE MATTERS

    SCHEDULE
      J FORM OF COMPANY AFFILIATE AGREEMENT

    SCHEDULE
      K SUPPORT AGREEMENT

    SCHEDULE
      L VOTING AND EXCHANGE TRUST AGREEMENT

    SCHEDULE
      M AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

    SCHEDULE
      N AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARENT