Filed by Automated Filing Services Inc. (604) 609-0244 - ActionView International, Inc. - Exhibit 10.1







  Exhibit 10.1

  THIS SHARE EXCHANGE AND SHARE PURCHASE AGREEMENT
    is dated for reference the 18th day of August, 2003.

  	AMONG:	ACQUISITION MEDIA, INC. a corporation incorporated under the
          laws of the State of Nevada, 

         (the “Parent”)

	 	 
	AND:	
          6126421 CANADA LTD., a corporation incorporated
            under the laws of the Dominion of Canada 

        

         (the “Purchaser”)  

	 	 
	AND: 	ACTIONVIEW ADVERTISING SYSTEMS, INC. a corporation incorporated
          under the laws of the Province of British Columbia 

         (the "Corporation")

	 	 
	AND:	ALL OF THE SHAREHOLDERS OF THE CORPORATION as more particularly
          described on Schedule “A” attached hereto, 

         (Individually a “Shareholder” and collectively the
          “Shareholders”);

	 	 
	AND: 	
          RICK MARI, businessman, having an office at
            #210 – 2323 Quebec Street in the City Of Vancouver in the Province
            of British Columbia V5T 3A3 

        

         (“Mari”) 

	 	 
	AND: 	CHRIS STRINGER, businessman, having an office
          at #210 – 2323 Quebec Street in In the City of Vancouver in the
          Province of British Columbia V5T 3A3 

         (“Stringer”) 



  WHEREAS:



	A. 	The Shareholders own all of the issued and outstanding shares of the Corporation
      (the "Corporation Shares"); 
	 	 
	B. 	The Parent owns all of the issued and outstanding shares in the capital
      stock of the Purchaser; 
	 	 
	C. 	The Purchaser desired to purchase all of the Corporation
        Shares and the Shareholders desire to sell all of the Corporation Shares
        to the Purchaser on the terms and conditions hereinafter set forth; 



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	D. 	The respective boards of directors of the Purchaser,
        Parent and Corporation each deem it advisable and in the best interests
        of their respective shareholders to combine their respective businesses
        by the Purchaser acquiring all of the shares in the capital stock of the
        Corporation pursuant to the terms of this Agreement; and 

	 	 
	E. 	The respective boards of directors of the Purchaser,
        Parent and Corporation have approved and adopted this Agreement as a plan
        of reorganization under section 368(a)(1) of the Internal Revenue Code
        of 1986, as amended (the "Code"), and as a transfer of shares pursuant
        to section 85 of the Income Tax Act (Canada) (the “Tax Act”).
      

	 	 
	F. 	Mari and Stringer (collectively, the “Principals”)
        have agreed to sell, convey, assign and transfer (and the Purchaser has
        agreed to buy) the intellectual property rights detailed in Schedule E
        attached hereto (the “Intellectual Property”) 



 NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration
  of the foregoing premises, the mutual representations, warranties, covenants
  and agreements hereinafter set forth, and other good and valuable consideration,
  the receipt and sufficiency of which are hereby acknowledged, the parties hereto
  agree as follows: 

 ARTICLE I: DEFINITIONS 

 1.01          Definitions.
  The following terms, as used herein, have the following meanings: 

 "Affiliate" means, with respect to any Person, any
  Person directly or indirectly controlling, controlled by or under direct or
  indirect common control with such other Person. 

 "Agreement" means this Share Exchange and Share Purchase
  Agreement by and among the Purchaser, Parent, Principals, Corporation and Shareholders.


 "Applicable Law" means, with respect to any Person,
  any United States (whether federal, territorial, state or local), Canadian (whether
  federal, territorial, provincial, municipal or local) or foreign statute, law,
  ordinance, rule, administrative interpretation, regulation, order, writ, injunction,
  directive, judgment, decree or other requirement, all as in effect as of the
  Closing, of any Governmental Authority applicable to such Person or any of its
  Affiliates or any of their respective properties, assets, officers, directors,
  employees, consultants or agents (in connection with such officer's, director's,
  employee's, consultant's or agent's activities on behalf of such Person or any
  of its Affiliates). 

 "Associate" means with respect to any Person (a) any
  other Person of which such Person is an officer or partner or is, directly or
  indirectly, the beneficial owner of ten percent (10%) or more of any class of
  equity securities issued by such other Person, (b) any trust or other estate
  in which such Person has a ten percent (10%) or more beneficial interest or
  as to which such Person serves as trustee or in a similar fiduciary capacity,
  and (c) any relative or spouse of 

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 such Person, or any relative of such spouse who has the same
  home as such Person or who is a director or officer of such Person or any Affiliate
  thereof. 

 "Business Day" means a day other than a Saturday, Sunday
  or other day on which commercial banks in Vancouver, British Columbia are authorized
  or required by law to close. 

 "Buying Group” means the Purchaser and the Parent.


 "Buying Group Business" means the business as heretofore
  or currently conducted by the Buying Group. 

 "Buying Group Contracts" means all contracts, agreements,
  options, leases, licences, sales and purchase orders, commitments and other
  instruments of any kind, whether written or oral, to which either the Purchaser
  or the Parent is a party on the Closing Date. 

 "Corporation Business" means the business as heretofore
  or currently conducted by the Corporation. 

 "Corporation Contracts" means all contracts, agreements,
  options, leases, licences, sales and purchase orders, commitments and other
  instruments of any kind, whether written or oral, to which the Corporation,
  or any Shareholder on behalf of the Corporation, is a party on the Closing Date.


 "Corporation Premises" means those premises that have
  been occupied or used, or are occupied or used, by the Corporation in connection
  with the Corporation Business. 

 “Exchange and Voting Agreement” means the
  agreement in substantially the form set out in Schedule “B” hereto
  to be entered into by the Parent, Purchaser and Trustee. 

 "Exchangeable Non-Voting Shares" means those 8,750,000
  Class “A” exchangeable, non-voting, participating common shares without
  par value in the capital stock of the Purchaser, having those rights and terms
  set forth in the Exchange and Voting Agreement and the Exchangeable Share Provisions,
  which will be issued to the Shareholders in consideration for the purchase and
  sale of the Corporation Shares and to the Principals in consideration of the
  purchase and sale of the Intellectual Property Rights. 

 “Exchangeable Share Provisions” means those
  rights, restrictions, terms and provisions pertaining to the Exchangeable Non-Voting
  Shares, as summarized in section 5.03 hereof. 

 "Governmental Authority" means any United States (whether
  federal, territorial, state, municipal or local), Canadian (whether federal,
  territorial, provincial, municipal or local) or foreign government, governmental
  authority, quasi-governmental authority, instrumentality, court, government
  or self-regulatory organization, commission, tribunal or organization or any
  regulatory, administrative or other agency, or any political or other subdivision,
  department or branch of any of the foregoing. 

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 "GST" means all goods and services taxes, sales taxes
  levied by the federal government of Canada, value added taxes or multi-stage
  taxes and all provincial sales taxes integrated with such federal taxes, assessed,
  rated or charged upon the Corporation. 

 “Intellectual Property” means the registered
  or unregistered rights, title and interest in and to the intellectual property
  described in Schedule E attached hereto. 

 "Interim Period" means the period from and including
  the date of this Agreement to and including the Closing Date. 

 "Liability" means, with respect to any Person, any
  liability or obligation of such Person of any kind, character or description,
  whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated
  or unliquidated, secured or unsecured, joint or several, due or to become due,
  vested or unvested, determined, determinable or otherwise and whether or not
  the same is required to be accrued on the financial statements of such Person.


 "Lien" means, with respect to any asset, any mortgage,
  assignment, trust or deemed trust (whether contractual, statutory or otherwise
  arising), title defect or objection, lien, pledge, charge, security interest,
  hypothecation, restriction, encumbrance or charge of any kind in respect of
  such assets. 

 "Material Adverse Effect" means a change in, or effect
  on, the operations, affairs, prospects, financial condition, results of operations,
  assets, Liabilities, reserves or any other aspect of a party to this Agreement
  or to its business that results in a material adverse effect on, or a material
  adverse change in, any such aspect of the party or to its business. 

 "Parent's Balance Sheet" means the balance sheet of
  the Parent dated September 30, 1999. 

 "Parent Common Shares" means 8,750,000 common shares
  in the capital of the Parent to be issued to the Trustee pursuant to paragraph
  2.05 hereof, in consideration of subscription proceeds from the Trustee of $0.00001
  per share, having those rights and terms as set forth in the Exchange and Voting
  Agreement. 

 “Person” includes an individual, body corporate,
  partnership, company, unincorporated syndicate or organization, trust, Trustee,
  executor, administrator and other legal representative. 

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

 "Subsidiary" means, with respect to any Person, (i)
  any corporation as to which more than 10% of the outstanding shares having ordinary
  voting rights or power (and excluding shares having voting rights only upon
  the occurrence of a contingency unless and until such contingency occurs and
  such rights may be exercised) is owned or controlled, directly or indirectly,
  by such Person and/or by one or more of such Person's Subsidiaries, and (ii)
  any partnership, joint venture or other similar relationship between such Person
  (or any Subsidiary thereof) and any other Person (whether pursuant to a written
  agreement or otherwise). 

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 "Tax" means all taxes imposed of any nature including
  any United States (whether federal, territorial, state or local), Canadian (whether
  federal, territorial, provincial or local) or foreign income tax, alternative
  or add-on minimum tax, profits or excess profits tax, franchise tax, gross income,
  adjusted gross income or gross receipts tax, employment related tax (including
  employee withholding or employer payroll tax or employer health tax), capital
  tax, real or personal property tax or ad valorem tax, sales or use tax,
  excise tax, stamp tax or duty, any withholding or back up withholding tax, value
  added tax, GST, severance tax, prohibited tax, premiums tax, occupation tax,
  customs and import duties, together with any interest or any penalty, addition
  to tax or additional amount imposed by any Governmental Authority responsible
  for the imposition of any such tax or in respect of or pursuant to any United
  States (whether federal, territorial, state or local), Canadian (whether federal,
  territorial, provincial or local) or other Applicable Law. 

 "Tax Return" means all returns, reports, forms or other
  information required to be filed with respect to any Tax. 

 “Trustee” means the Trustee or successor
  Trustee designated under the Exchange and Voting Agreement attached hereto as
  Schedule “B”. 

 “33 Act” means the United States Securities
  Act of 1933 and all amendments thereto. 


“34 Act” means the United States Securities Act of 1934 and all amendments thereto.


 1.02          Currency
  Used. All references herein to dollars or the use of the symbol "$"
  shall be deemed to refer to United States dollars unless such reference is prefaced
  by “CDN” in which case the reference will be to Canadian dollars.


 1.03          Canadian
  Generally Accepted Accounting Principles. Where the Canadian Institute
  of Chartered Accountants or any successor thereto includes a statement in its
  handbook or any successor thereto on a method or alternative methods of accounting
  or on a standard or standards of auditing, such statement shall be regarded
  as the only generally accepted accounting principle or principles or generally
  accepted auditing standard or standards ("Canadian GAAP") applicable to the
  circumstances that it covers, and references herein to "generally accepted accounting
  principles" shall be interpreted accordingly. All accounting and financial terms
  used herein with respect to the Corporation, unless specifically provided to
  the contrary, shall be interpreted and applied in accordance with Canadian GAAP.


 1.04          
  American Generally Accepted Accounting Principles. Where the American
  Institute of Certified Public Accountants or any successor thereto includes
  a statement in its handbook or any successor thereto on a method or alternative
  methods of accounting or on a standard or standards of auditing, such statement
  shall be regarded as the only generally accepted accounting principle or principles
  or generally accepted auditing standard or standards ("American GAAP") applicable
  to the circumstances that it covers, and references herein to "generally accepted
  accounting principles" shall be interpreted accordingly. All accounting and
  financial terms used herein with respect to the Parent, unless specifically
  provided to the contrary, shall be interpreted and applied in accordance with
  American GAAP. 

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 ARTICLE II: PURCHASE, SALE AND SUBSCRIPTION 

 2.01          Purchase


 (a) of Corporation Shares. On the terms and
  subject to the conditions set forth herein, the Shareholders hereby agree to
  sell, transfer, convey, assign and deliver to the Purchaser, free and clear
  of all Corporation Share Encumbrances (as defined in paragraph 3.01.1), and
  the Purchaser hereby agrees to purchase, acquire and accept from the Shareholders,
  all of the Corporation Shares held by the Shareholders. At Closing, the Shareholders
  will deliver to the Purchaser certificates evidencing all of the Corporation
  Shares duly endorsed for transfer and such other instruments as have been reasonably
  requested by the Purchaser to transfer full legal and beneficial ownership of
  the Corporation Shares to the Purchaser, free and clear of all Corporation Share
  Encumbrances and the Corporation agree to enter the Purchaser or the Purchaser's
  nominee on the books of the Corporation as the holder of the Corporation Shares
  and to issue one or more replacement share certificates representing the Corporation
  Shares to the Purchaser or the Purchaser's nominee. The Purchaser shall pay
  the Purchase Price for the Corporation Shares in accordance with the terms of
  Section 2.02 of this Agreement. 

 (b) of Intellectual Property. On the terms and
  subject to the conditions set forth herein, the Principals hereby agree to sell,
  transfer, convey, assign and deliver to the Purchaser, free and clear of all
  liens and encumbrances, and the Purchaser agrees to purchase, acquire and accept
  from the Principals, all of the Intellectual Property. At Closing, the Principals
  will deliver to the Purchaser whatever documents, evidences of transfer and
  representations the Purchaser reasonably requests to evidence the sale of the
  Intellectual Property and the Principals agree to make all reasonable efforts,
  after closing, to effect any transfer of Intellectual Property from themselves
  or the Corporation as reasonably required to evidence the sale of the Intellectual
  Property. The Purchaser shall pay the IP Purchase Price for the Intellectual
  Property in accordance with the terms of Section 2.02 of this Agreement. 

 2.02          Purchase
  Price 

 (a) for Corporation Shares. The aggregate purchase
  price to be paid by the Purchaser for the Corporation Shares (the "Shares Purchase
  Price") will be 1,000,000 Exchangeable Non-Voting Shares, each Exchangeable
  Non-Voting Share exchangeable for a Parent Common Share on the terms and conditions
  contained herein. 

 (b) for Intellectual Property. The aggregate
  purchase price to be paid by the Purchaser for the Intellectual Property (the
  “IP Purchase Price”) will be 7,750,000 Exchangeable Non-Voting Shares,
  each Exchangeable Non-Voting Share exchangeable for a Parent Common Share on
  the terms and conditions contained herein. 

 (The Shares Purchase Price and the IP Purchase Price are hereinafter collectively
  referred to as the “Purchase Price”) 

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 2.03          Subscription
  of Parent Common Shares and Optioned Securities. The Parent agrees to
  grant:

	(a)	to each Shareholder and Principal, such number of
        voting rights in the Parent as is equivalent to the number of Exchangeable
        Non-Voting Shares held by each Shareholder or Principal, as if each Shareholder
        or Principal held an equivalent number of Parent Common Shares, and, subject
        to the remaining terms of this Agreement, which voting rights will be
        exercisable by the Shareholders or Principals through their holding Exchangeable
        Non-Voting Shares in accordance with the Exchange and Voting Agreement;
        and 

	 	 
	(b)	to each Shareholder or Principal, the rights to exchange
        their Exchangeable Non-Voting Shares for Parent Common Shares, such rights
        to be exercised in accordance with the terms of the Exchange and Voting
        Agreement. 



 To ensure that the Parent has sufficient common shares available
  to issue in exchange for Exchangeable Non-Voting Shares, and as security for
  its covenant to do so, the Parent agrees to issue the Parent Common Shares to
  the Trustee, at or shortly following Closing, at the purchase price of $0.00001
  per share; such Parent Common Shares to be held in accordance with the Exchange
  and Voting Agreement. 

 2.04          Closing.
  The closing (the "Closing") of the transactions contemplated by this Agreement
  shall take place at the offices of CD Farber Law Corp. in Vancouver, British
  Columbia, Canada, on August 21, 2003 or such other date as the parties hereto
  may mutually agree in writing (the "Closing Date"). 

 2.05          Payment
  of Purchase Price. At Closing the Purchaser will deliver to the Shareholders
  and Principals certificates representing the Exchangeable Non-Voting Shares,
  all such Exchangeable Non-Voting Shares to be issued as fully paid and non-assessable,
  and registered in the names of the Shareholders and the Principals and in the
  denominations set forth in Schedule “A” to the Exchange and Voting
  Agreement. On or shortly following the Closing, the Parent will issue the Parent
  Common Shares to the Trustee, such Parent Common Shares to be issued as fully
  paid and non-assessable, and registered in the name of the Trustee in such denominations
  as the Trustee may request. 

 ARTICLE III: REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS


 As an inducement to the Buying Group to enter into this Agreement
  and to consummate the transactions provided for herein, each Shareholder, as
  to himself, herself or itself and as to such of the Corporation Shares owned
  by him, her or it (and not as to any other Shareholder or to any of the Corporation
  Shares owned by any other Shareholder) represents and warrants to the Buying
  Group as follows and confirms that the Purchaser and the Parent are relying
  upon the accuracy of each of such representations and warranties in connection
  with the purchase of the Corporation Shares and the completion of the transactions
  set out herein: 

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 3.01          Representations
  Regarding the Corporation Shares. 

 3.01.1       Each Shareholder
  has good and marketable title to his or her respective holdings in the Corporation
  Shares, free and clear of any and all covenants, conditions, restrictions, voting
  trust arrangements, rights of first refusal, options, Liens and adverse claims
  and rights whatsoever (collectively, the "Corporation Share Encumbrances"),
  and on the Closing Date, the Shareholders will deliver to the Purchaser, good
  and marketable title to the Corporation Shares free and clear of any and all
  Corporation Share Encumbrances; 

 3.01.2       Each Shareholder
  has the full right, power and authority to enter into this Agreement and each
  Shareholder has the full right, power and authority to transfer, convey and
  sell to the Purchaser at the Closing his or her respective holdings of the Corporation
  Shares sold to the Purchaser by the Shareholders hereunder, and upon consummation
  of the purchase, the Purchaser will acquire from the Shareholders good and marketable
  title to the Corporation Shares sold to the Purchaser by the Shareholders, free
  and clear of all Corporation Share Encumbrances; and 

 3.01.3       No Shareholder
  is a party to, subject to or bound by any agreement, judgment, order, writ,
  prohibition, injunction or decree of any court or other Governmental Authority
  that would prevent the execution or delivery to the Purchaser of this Agreement
  by any Shareholder, the transfer, conveyance and sale of the Corporation Shares
  sold by Shareholder to the Purchaser pursuant to the terms hereof, or the consummation
  of the transactions under this Agreement in accordance with the terms of this
  Agreement. 

 3.02          Authorization.
  The execution, delivery and performance of this Agreement, and the consummation
  of the transactions provided for herein, by each Shareholder are within the
  respective powers of each Shareholder and have been duly authorized by all necessary
  action on the part of each Shareholder, respectively. This Agreement has been
  duly and validly executed by each Shareholder and constitutes a legal, valid
  and binding agreement upon each Shareholder, respectively, enforceable against
  each Shareholder in accordance with its terms, except as may be limited by applicable
  bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
  creditors' rights and subject to general principles of equity or family law.


 3.03          Non-Contravention.
  The execution, delivery and performance of this Agreement, and the consummation
  of the transactions provided for herein, by each Shareholder, do not (a) contravene
  or conflict with or constitute a material violation of any provision of any
  Applicable Law binding upon or applicable to any Shareholder or the Corporation
  Shares or (b) result in the creation or imposition of any Lien. 

 3.04          Residency.
  Each Shareholder is a resident of Canada as defined in the Income Tax 
  Act (Canada). 

8






ARTICLE IV: REPRESENTATIONS AND WARRANTIES 

  OF THE CORPORATION 

 As an inducement to the Buying Group to enter into this Agreement
  and to consummate the transactions provided for herein, the Corporation and
  the Principals represent and warrant to the Buying Group as follows: 

 4.01          Existence
  and Power. The Corporation is a corporation duly incorporated,
  organized and validly existing under the laws of the Province Of British Columbia
  and has all corporate power and all governmental licences, authorizations, permits,
  consents and approvals required to carry on the business of the Corporation
  as now conducted and to own and operate business of the Corporation as now owned
  and operated. The Corporation is not required to be qualified to conduct business
  in any jurisdiction where the failure to be so qualified, whether individually
  or in the aggregate, would have a Material Adverse Effect. No proceedings have
  been taken or authorized by the Corporation or any Shareholder or, to the knowledge
  of the Corporation, by any other Person, with respect to the bankruptcy, insolvency,
  liquidation, dissolution or winding-up of the Corporation or with respect to
  any amalgamation, merger, consolidation, arrangement or reorganization relating
  to the Corporation. 

 4.02          Authorization.
  The execution, delivery and performance by the Corporation of this Agreement
  and the consummation thereby of the transactions provided for herein are within
  the Corporations powers and have been duly authorized by all necessary action
  on its part. This Agreement has been duly and validly executed by the Corporation
  and constitutes a legal, valid and binding agreement of the Corporation enforceable
  against it in accordance with its terms, except as may be limited by applicable
  bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
  creditors' rights and subject to general principles of equity. 

 4.03          Capital
  Stock. 

 4.03.1       The authorized
  capital stock of the Corporation consists solely of the share capital described
  in Schedule "A" hereto (the “Corporation Shares”). 

 4.03.2       All such issued
  and outstanding Corporation Shares have been duly and validly authorized and
  issued and are validly outstanding, fully paid and non-assessable. The Corporation
  Shares represent all of the issued and outstanding shares of the Corporation.
  The Corporation does not hold any of the issued and outstanding Corporation
  Shares in the treasury of the Corporation, and there are not outstanding (i)
  any options, warrants, rights of first refusal or other rights to purchase any
  shares of the Corporation, (ii) any securities convertible into or exchangeable
  for such shares or (iii) any other commitments of any kind for the issuance
  of additional shares of the Corporation or options, warrants or other securities
  of the Corporation. 

 4.04          Subsidiaries.
  The Corporation has no Subsidiaries. 

 4.05          Governmental
  Authorization. The execution, delivery and performance by the Corporation
  of this Agreement requires no action by, consent or approval of, or filing with,
  any Governmental Authority other than as expressly referred to in this Agreement
  or which 

9 








 would normally be expected to be required as part of the transactions
  contemplated by this Agreement. 

 4.06          Non-Contravention.
  The execution, delivery and performance of this Agreement by the Corporation,
  and the consummation by it of the transactions provided for herein, do not and
  will not (a) contravene or conflict with the articles or bylaws of the Corporation;
  (b) contravene or conflict with or constitute a material violation of any provision
  of any Applicable Law binding upon or applicable to the Corporation, the Corporation
  Business or the Corporation Shares and would not, individually or in the aggregate,
  have a Material Adverse Effect; (c) constitute a default under or give rise
  to any right of termination, cancellation or acceleration of, or to a loss of
  any benefit to which the Corporation are entitled, under any Corporation Contract
  to which the Corporation are a party or any permit or similar authorization
  relating to the Corporation, the Corporation Business or the Corporation Shares
  by which the Corporation, the Corporation Business or the Corporation Shares
  may be bound or affected; or (d) result in the creation or imposition of any
  Lien. 

 4.07          Financial
  Statements: Undisclosed Liabilities. 

 4.07.1       The Corporation
  Financials: (i) have been prepared on a consistent basis and are based on the
  books and records of the Corporation in accordance with Canadian GAAP and present
  fairly the financial position, results of operations and statements of changes
  in the Corporations financial position as of the dates indicated or the periods
  indicated; (ii) contain and reflect all necessary adjustments and accruals for
  a fair presentation of its financial position and the results of its operations
  for the periods covered by said financial statements; (iii) contain and reflect
  adequate provisions for all reasonably anticipated Liabilities (including Taxes)
  with respect to the periods then ended and all prior periods; and (iv) with
  respect to the Corporation Contracts and commitments for the sale of goods or
  the provision of services by the Corporation, contain and reflect adequate reserves
  for all reasonably anticipated material losses and costs and expenses in excess
  of expected receipts. 

 4.08          Absence
  of Certain Changes. Since the date of the last financial statements,
  the Corporation Business has been conducted in the ordinary course, and there
  has not been: 

	(a)	any event, occurrence, state of circumstances,
        or facts or change in the Corporation or in the Corporation Business that
        has had, or which the Corporation, after reasonable inquiry, expect to
        have, either individually or in the aggregate, a Material Adverse Effect;

	 	 
	(b)	(i) any change in any Liabilities of
        the Corporation that has had, or which the Corporation may, after reasonable
        inquiry, expect to have, a Material Adverse Effect such that the total
        Liabilities of the Corporation would exceed CDN $5,000 or (ii) any incurrence,
        assumption or guarantee of any indebtedness for borrowed money by the
        Corporation in connection with the Corporation Business or otherwise;

	 	 
	(c)	any (i) payments by the Corporation
        in respect of any indebtedness of the Corporation for borrowed money or
        in satisfaction of any Liabilities of the




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	 	Corporation related to the Corporation
        Business, other than in the ordinary course of business or the guarantee
        by the Corporation of any of the indebtedness of any other Person or (ii)
        creation, assumption or sufferance of (whether by action or omission)
        the existence of any Lien on any assets reflected on the Corporation’s
        Balance Sheet;

	 	 
	(d)	any transaction or commitment made,
        or any Contract entered into, by the Corporation, or any waiver, amendment,
        termination or cancellation of any of the Corporation Contracts by the
        Corporation, or any relinquishment of any rights thereunder by the Corporation
        or of any other right or debt owed to the Corporation, other than, in
        each such case, actions taken in the ordinary course of business consistent
        with past practice;

	 	 
	(e)	any grant of any severance, continuation
        or termination pay to any director, officer, stockholder or employee of
        the Corporation or any Affiliate of the Corporation, (ii) entering into
        of any employment, deferred compensation or other similar agreement (or
        any amendment to any such existing agreement) with any director, officer,
        stockholder or employee of the Corporation or any Affiliate of the Corporation,
        (iii) increase in benefits payable or potentially payable under any severance,
        continuation or termination pay policies or employment agreements with
        any director, officer, stockholder or employee of the Corporation or any
        Affiliate of the Corporation, (iv) increase in compensation, bonus or
        other benefits payable or potentially payable to directors, officers,
        stockholders or employees of the Corporation or any Affiliate of the Corporation
        other than in the normal course of business, (v) change in the terms of
        any bonus, pension, insurance, health or other benefit plan of the Corporation
        or (vi) representation of the Corporation to any employee or former employee
        of the Corporation that the Purchaser promised to continue any Corporation
        benefit plan after the Closing Date,

	 	 
	(f)	any change by the Corporation in its
        accounting principles, methods or practices or in the manner it keeps
        its books and records;

	 	 
	(g)	any distribution, dividend, bonus, management
        fee or other payment by the Corporation to any officer, director, stockholder
        or Affiliate of the Corporation or any of their respective Affiliates
        or Associates; or

	 	 
	(h)	any (i) material single capital expenditure
        or commitment, or any group of related capital expenditures or commitments,
        or (ii) sale, assignment, transfer, lease or other disposition of or agreement
        to sell, assign, transfer, lease or otherwise dispose of any asset or
        property other than in the ordinary course of business.



 4.09          
  Properties; Corporation Material Leases; Tangible Assets. 

 4.09.1       The Corporation does not own any
  real property. 

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 4.09.2       The Corporation
  holds title to each of its properties and assets free and clear of all Liens,
  adverse claims, easements, rights of way, servitudes, zoning or building restrictions
  or any other rights of others or other adverse interests of any kind, including
  leases, chattel mortgages, conditional sales contracts, collateral security
  arrangements and other title or interest retention arrangements (collectively,
  "Corporation Encumbrances"). 

 4.10          Affiliates.
   Other than as disclosed herein, there are no material undisclosed Corporation
  Contracts which have been entered into within the past five years or are currently
  in force and effect between the Corporation and any Shareholder, or any Affiliate
  or Associate of any Shareholder. The Corporation is not materially indebted
  to any Shareholder save and except as described in its financial statements.


 4.11          Litigation.
  There are no material proceedings pending or, to the knowledge of the
  Corporation, threatened against or affecting the Corporation or the Corporation
  Business or that seeks to prevent, enjoin, alter or delay the transactions contemplated
  by this Agreement and (ii) there is no existing order, judgment or decree of
  any Governmental Authority naming the Corporation as an affected party which
  has not been paid or discharged in full. 

 4.12          Material
  Contracts.  All Corporation Contracts are legal, valid and binding obligations
  of the Corporation and each other Person who is a party thereto, enforceable
  against the Corporation and each such Person in accordance with their terms,
  and none are subject to any material default thereunder. 

 4.13          Required
  Consents. There are no governmental or other registrations, filings,
  applications, notices, transfers, consents, approvals, orders, qualifications
  or waivers required under Applicable Law or otherwise required to be obtained
  or made with any Governmental Authority to be obtained by the Corporation or
  any Shareholder by virtue of the execution and delivery of this Agreement and
  the consummation of the transactions provided for herein for any reason; nor
  are there any Corporation Contracts with respect to which the consent of the
  other party or parties thereto must be obtained by the Corporation or any Shareholder
  by virtue of the execution and delivery of this Agreement and the consummation
  of the transactions provided for herein (the “Required Consents”).


 4.14          Corporation
  Intellectual Property and Intellectual Property held by the Principals


 4.14.1       Schedule “C”
  sets forth a complete and correct list of each patent, patent application and
  invention, trademark, tradename, trademark or tradename registration or application,
  copyright or copyright registration or application for copyright registration,
  and each licence or licensing agreement, for any of the foregoing relating to
  the Corporation Business as conducted by the Corporation or held by the Corporation
  (the "Corporation’s Intellectual Property Rights") and Schedule E sets
  forth the intellectual property rights acquired from the Principals (the “Intellectual
  Property”) pursuant to this Agreement. The Corporation’s Intellectual
  Property Rights and the Intellectual Property also include any trade secrets
  that are material to the conduct of the Corporation Business in the manner that
  the Corporation Business has heretofore been conducted. 

12 






 4.14.2       The Corporation
  and the Principals have not, during the three years preceding the date of this
  Agreement, been a party to any proceeding, nor to the knowledge of the Corporation
  or the Principals, is any proceeding threatened, as to which there is a reasonable
  possibility of a determination adverse to the Corporation or the Principals,
  involving a claim of infringement by any Person (including any Governmental
  Authority) of any of the Corporation’s Intellectual Property Rights or
  the Intellectual Property. None of the Corporation Intellectual Property Rights
  or Intellectual Property are subject to any outstanding order, judgment, decree,
  stipulation or agreement restricting the use thereof by the Corporation or the
  Principals or restricting the licensing thereof by the Corporation or the Principals
  to any Person. The Corporation and the Principals have no knowledge that would
  cause such Person to believe that the use of the Corporation’s Intellectual
  Property Rights or the Intellectual Property or the conduct of the Corporation
  Business conflicts with, infringes upon or violates any patent, patent licence,
  patent application, trademark, tradename, trademark or tradename registration,
  copyright, copyright registration, service mark, brand mark or brand name or
  any pending application relating thereto, or any trade secret, know-how, programs
  or processes, or any similar rights, of any Person. 

 4.14.3       To the knowledge
  of the Corporation and the Principals, the Corporation and the Principals either
  own the entire right, title and interest in, to and under, or have acquired
  an exclusive licence to use, any and all patents, trademarks, trade names, brand
  names and copyrights that are material to the conduct of the Corporation Business
  in the manner that the Corporation Business has heretofore been conducted. The
  Corporation’s Intellectual Property Rights and the Intellectual Property
  rights are in full force and effect and have not been used or enforced or failed
  to be used or enforced in a manner that would result in the abandonment, cancellation
  or unenforceability of any of the Corporation’s Intellectual Property Rights
  or the Intellectual Property. All registrations and filings necessary to preserve
  the rights of the Corporation in and to the Corporation’s Intellectual
  Property Rights and of the Principals in and to the Intellectual Property have
  been made. 

 4.15          Tax
  Matters. 

 4.15.1       The Corporation
  has prepared and filed or can prepare and file, without penalty, all Tax Returns
  with all appropriate Governmental Authorities which were required to be filed
  on or prior to the Closing Date. Each such Tax Return was or will be correct
  and complete. 

 4.15.2       The Corporation
  has paid all Taxes due and payable by them and have paid all assessments and
  reassessments they have received in respect of Taxes. 

 4.15.3       The Corporation
  has withheld from each payment made to any of its present or former employees,
  officers and directors, and to all persons who are non-residents of Canada for
  the purposes of the Income Tax Act (Canada) all amounts required by Applicable
  Law and has remitted such withheld amounts within the prescribed periods to
  the appropriate Governmental Authority. The Corporation has remitted all Canada
  Pension Plan contributions, employment insurance premiums, employer health taxes
  and other Taxes payable by them in respect of their employees and have remitted
  such amounts to the proper Governmental 

13 








 Authority within the time required by Applicable Law. The
  Corporation has charged, collected and remitted on a timely basis all Taxes
  as required by Applicable Law on any sale, supply or delivery whatsoever, made
  by the Corporation. 

 4.15.4       The Corporation
  Business is the only business ever conducted by the Corporation. The non-capital
  losses (as defined in the Tax Act and any applicable provincial taxing statute)
  were incurred by the Corporation only in carrying on the Corporation Business.
  The Corporation is not prevented by virtue of any amalgamation or dissolution
  from carrying back against income earned by it prior to the Closing Date, any
  losses incurred by it after the Closing Date. 

 4.15.5       The Corporation
  has paid all Taxes imposed by applicable legislation in the Province of British
  Columbia on the acquisition of its tangible personal property as defined in
  applicable legislation in the province of British Columbia, and none of its
  tangible personal property has been transferred at any time on a tax-exempt
  basis under applicable legislation of the Province of British Columbia or any
  predecessor legislation thereof. The foregoing is accurate, mutatis mutandis,
  with respect to all sales or transfer Taxes imposed under comparable legislation
  of other provinces. 

 4.16          Securities
  Legislation. The Corporation is a private issuer within the meaning
  of the Securities Act (British Columbia) and the sale of the Corporation
  Shares by the Shareholders to the Purchaser and of the Intellectual Property
  by the Principals to the Purchaser is made in compliance with the exempt takeover-bid
  provisions of this Act or such other exemption as may be available to it and
  the Shareholder. 

 4.17          Full
  Disclosure. The information contained in the documents, certificates
  and written statements (including this Agreement and the schedules and exhibits
  hereto) furnished to the Purchaser by or on behalf of the Corporation with respect
  to the Corporation (including the Corporation Business and the results of operations,
  financial condition and prospects of the Corporation) for use in connection
  with this Agreement or the transactions contemplated by this Agreement is true
  and complete in all material respects and does not, to the best of the knowledge
  of the Corporation after conducting an inquiry which a reasonably prudent person
  would make under the circumstances, omit to state any material fact necessary
  in order to make the statements therein, in light of the circumstances under
  which they were made, not misleading. There is no fact known to the Corporation
  that has not been disclosed to the Purchaser by the Corporation in writing that
  has had a Material Adverse Effect on or, so far as the Corporation can now foresee,
  could be reasonably likely to have a Material Adverse Effect on, the Corporation
  (including the Corporation Business and the results of operations, financial
  condition or prospects of the Corporation). 

14 






ARTICLE V: REPRESENTATIONS AND WARRANTIES 

  OF THE BUYING GROUP 

As an inducement to the Corporation and each Shareholder to
  enter into this Agreement and to consummate the transactions provided for herein,
  the Purchaser and the Parent, jointly and severally, represent and warrant to
  the Corporation and each Shareholder and Principal that: 

 5.01          Existence
  and Power. Each of the Purchaser and the Parent is a corporation
  duly incorporated, organized and validly existing under the laws of its incorporating
  jurisdiction (being the Province of British Columbia for the Purchaser and the
  State of Nevada for the Parent) and each has all corporate power and all governmental
  licences, authorizations, permits, consents and approvals required to carry
  on the Buying Group Business as now conducted and to own and operate their respective
  businesses as now owned and operated. The Purchaser and the Parent are not required
  to be qualified to conduct business in any jurisdiction where the failure to
  be so qualified, whether individually or in the aggregate, would have a Material
  Adverse Effect. No proceedings have been taken or authorized by the Purchaser
  or the Parent or, to the knowledge of the Purchaser or the Parent, by any other
  Person, with respect to the bankruptcy, insolvency, liquidation, dissolution
  or winding-up of the Purchaser or the Parent or with respect to any amalgamation,
  merger, consolidation, arrangement or reorganization relating to the Purchaser
  or the Parent. 

 5.02          Authorization.
  The execution, delivery and performance by each of the Purchaser and the Parent
  of this Agreement and the consummation thereby of the transactions provided
  for herein are within the powers of the Purchaser and the Parent and have been
  duly authorized by all necessary action on their part. This Agreement has been
  duly and validly executed by each of the Purchaser and the Parent and constitutes
  a legal, valid and binding agreement of the Purchaser and the Parent enforceable
  against them in accordance with its terms, except as may be limited by applicable
  bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
  creditors' rights and subject to general principles of equity. 

 5.03          Capital
  Stock of the Purchaser. 

 5.03.1       The authorized
  capital stock of the Purchaser includes Exchangeable Non-Voting Shares of which
  no shares are issued and outstanding. Each Exchangeable Non-Voting Share shall:


	 	(a)	be non-voting as to matters concerning the Purchaser
        (such that all voting shares of the Purchaser will be and remain held
        by the Parent); however, as stated above in paragraph 2.03, the holder
        of Exchangeable Non-Voting Shares will be entitled to voting rights in
        the Parent as is equivalent to the number of Exchangeable Non-Voting Shares
        held by each Shareholder as if each Shareholder held an equivalent number
        of Parent Common Shares;

	 	 	 
	 	(b)	 entitle the holder thereof (the “Holder”)
        to dividend rights equal, after conversion into Canadian dollars based
        on the Canadian/U.S. exchange rate in effect on the record date thereof,
        to the per share dividend rights of Parent Common Shares;



15




 



	 	(c)	entitle the Holder, on a liquidation
        of the Purchaser, to receive in exchange for each Exchangeable Non-Voting
        Share one Parent Common Shares for a period ending on the twenty-fifth
        anniversary of the Closing Date; and

	 	 	 
	 	(d)	entitle the Holder, at his or her election
        from time to time for a period ending on the twenty-fifth anniversary
        of the Closing Date, upon 30 days’ written notice given by such Holder
        to the Purchaser, to require the Purchaser to redeem any or all Exchangeable
        Non-Voting Shares and to exchange therefor, on a share for share basis,
        Parent Common Shares (the “Right of Retraction”),



 5.03.2       The Parent and
  the Purchaser shall be entitled to deduct and withhold from the consideration
  otherwise payable to any Holder of Exchangeable Non-Voting Shares, including
  any dividend payments in respect of the Exchangeable Non-Voting Shares, such
  amount as the Parent or the Purchaser is required or permitted to deduct and
  withhold with respect to such payment under the United States Internal Revenue
  Code, the Income Tax Act (Canada) or any provision of state, provincial, local
  or foreign tax law. The Parent and the Purchaser shall not initially withhold
  any United States Tax on dividends paid on the Exchangeable Non-Voting Shares.
  However, if any United States taxing authority determines that the Parent or
  the Purchaser is liable for United States withholding Tax on dividends paid
  to the Holders on the Exchangeable Non-Voting Shares, the Purchaser shall be
  entitled to reduce the amount of any future dividends to be paid to the Holders
  by such withholding obligation. 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 Exchangeable Non-Voting Shares in respect of which such
  deduction and withholding was made; provided, however, that such withheld amounts
  are actually remitted to the appropriate taxing authority. To the extent that
  the amount so required or permitted to be deducted or withheld from any payment
  to a Holder exceeds the cash portion of the consideration otherwise payable
  to the Holders, the Parent upon at least ten (10) days’ prior written notice
  to such Holder, is hereby authorized to sell or otherwise dispose of at fair
  market value such portion of such non-cash consideration otherwise payable to
  the Holder as is necessary to provide sufficient funds to the Parent in order
  to enable it to comply with such deduction or withholding requirement and the
  Parent shall give an accounting to the Holder with respect thereof and any balance
  of such proceeds of sale. 

 5.03.3       There are not outstanding
  (i) any options, warrants, rights of first refusal or other rights to purchase
  any shares of the Purchaser, (ii) any securities convertible into or exchangeable
  for such shares or (iii) any other commitments of any kind for the issuance
  of additional shares of the Purchaser or options, warrants or other securities
  of the Purchaser. 

 5.04          Capital
  Stock of the Parent. 

 5.04.1       The authorized
  capital stock of the Parent consists solely of those common shares disclosed
  to be issued in its last financial statements. 

 5.04.2       Other than as may
  be disclosed in its last financial statements, there are not outstanding (i)
  any options, warrants, rights of first refusal or other rights to purchase any
  shares of the Parent from treasury, (ii) any securities convertible into or
  exchangeable for such shares or (iii) any other commitments of any kind for
  the issuance of additional shares of the 

16 








 Parent or options, warrants or other securities of the Parent
  which materially vary from those disclosed in the financial statements of the
  Parent most recently made public. 

 5.05          General
  Provisions of the Capital of the Purchaser and the Parent. 

 5.05.1       All of the issued
  and outstanding shares in the respective capital stocks of the Purchaser and
  the Parent have been duly and validly authorized and issued and are validly
  outstanding, fully paid and non-assessable. The Purchaser does not hold any
  of the issued and outstanding shares in the treasury of the Purchaser or the
  Parent, the Parent does not hold any of the issued and outstanding shares in
  the treasury of the Parent and there are not outstanding (i) any options, warrants,
  rights of first refusal or other rights to purchase any shares of the Purchaser
  or the Parent, (ii) any securities convertible into or exchangeable for such
  shares or (iii) any other commitments of any kind for the issuance of additional
  shares of the Purchaser or Parent or options, warrants or other securities of
  the Purchaser or Parent other than as disclosed in Article 5.03.1 herein. 

 5.05.2       All of the Exchangeable
  Non-Voting Shares and the Parent Common Shares which will be issued hereunder
  will be fully paid and non-assessable, subject to such terms and provisions
  as set forth in the Exchange and Voting Agreement, and the Purchaser’s
  articles of incorporation and the Parent’s Directors Resolutions relating
  to the issuance of the Parent Common Shares, as applicable, and all such shares
  will be issued free and clear of all Liens, charges, encumbrances and trading
  restrictions other than as may be imposed by Applicable Law. 

 5.06          Subsidiaries.
  The Purchaser has no Subsidiaries and the only Subsidiary of the Parent is the
  Purchaser. 

 5.07          Governmental
  Authorization. The execution, delivery and performance by the Buying
  Group of this Agreement requires no action by, consent or approval of, or filing
  with, any Governmental Authority other than as expressly referred to in this
  Agreement. 

 5.08          Non-Contravention.
  The execution, delivery and performance of this Agreement by the Buying
  Group, and the consummation by it of the transactions provided for herein, do
  not and will not (a) contravene or conflict with the respective articles or
  bylaws of the Buying Group; (b) contravene or conflict with or constitute a
  material violation of any provision of any Applicable Law binding upon or applicable
  to the Buying Group, the Buying Group Business or the outstanding shares in
  their respective capital stocks and would not, individually or in the aggregate
  have a Material Adverse Effect; (c) constitute a default under or give rise
  to any right of termination, cancellation or acceleration of, or to a loss of
  any benefit to which the Purchaser or the Parent are entitled, under any Buying
  Group Contract to which the Purchaser or the Parent is a party or any Permit
  or similar authorization relating to the Purchaser or Parent, the Buying Group
  Business or the outstanding shares in their respective capital stocks may be
  bound or affected; or (d) result in the creation or imposition of any Lien.


17 






 5.09          Financial
  Statements: Undisclosed Liabilities. 

5.09.1       The Parent’s
  Financials: (i) have been prepared on a consistent basis and are based on the
  books and records of the Parent in accordance with American GAAP and present
  fairly the financial position, results of operations and statements of changes
  in the Parent’s financial position as of the dates indicated or the periods
  indicated; (ii) contain and reflect all necessary adjustments and accruals for
  a fair presentation of its financial position and the results of its operations
  for the periods covered by said financial statements; (iii) contain and reflect
  adequate provisions for all reasonably anticipated liabilities (including Taxes)
  with respect to the periods then ended and all prior periods; and (iv) with
  respect to Buying Group Contracts and commitments for the sale of goods or the
  provision of services by the Parent, contain and reflect adequate reserves for
  all reasonably anticipated material losses and costs and expenses in excess
  of expected receipts. 

 5.09.2       To the best of
  the knowledge of the Buying Group, there are no Liabilities of the Buying Group
  other than: (i) any Liabilities accrued as Liabilities on the Parent’s
  Balance Sheet; (ii) Liabilities incurred since the date of the Parent’s
  Balance Sheet that do not, and could not, individually or in the aggregate have
  a Material Adverse Effect; (iii) other Liabilities disclosed in this Agreement
  or in any schedules attached hereto; and (iv) the Tax on reserves. 

 5.10          Absence
  of Certain Changes. Since the date of their last financial statements,
  the Buying Group Business has been conducted in the ordinary course, and there
  has not been: 

	 	(a)	any event, occurrence, state of circumstances, or
        facts or change in the Purchaser or the Parent or in the Buying Group
        Business that has had, or which the Purchaser or the Parent, expect to
        have, either individually or in the aggregate, a Material Adverse Effect;

	 	 	 
	 	(b)	(i) any change in any Liabilities of the Purchaser
        or the Parent that has had, or which the Purchaser or the Parent expect
        to have, a Material Adverse Effect or (ii)any incurrence, assumption or
        guarantee of any indebtedness for borrowed money by the Purchaser or the
        Parent in connection with the Buying Group Business or otherwise;

	 	 	 
	 	(c)	any (i) payments by the Purchaser or Parent in respect
        of any indebtedness of the Purchaser or Parent for borrowed money or in
        satisfaction of any Liabilities of the Purchaser or Parent related to
        the Buying Group Business, other than in the ordinary course of business
        or the guarantee by the Purchaser or the Parent of any of the indebtedness
        of any other Person or (ii) creation, assumption or sufferance of (whether
        by action or omission) the existence of any Lien on any assets reflected
        on the Parent’s Balance Sheet;

	 	 	 
	 	(d)	any transaction or commitment made, or any Contract
        entered into, by the Buying Group, any waiver, amendment, termination
        or cancellation of any Contract by the Buying Group, or any relinquishment
        of any rights thereunder by the Buying Group or of any other right or
        debt owed to the Buying Group,



18




 



	 	 	other than, in each such case, actions
        taken in the ordinary course of business consistent with past practice;

	 	 	 
	 	(e)	any (i) grant of any severance, continuation
        or termination pay to any director, officer, stockholder or employee of
        the Buying Group or any Affiliate of the Buying Group, (ii) entering into
        of any employment, deferred compensation or other similar agreement (or
        any amendment to any such existing agreement) with any director, officer,
        stockholder or employee of the Buying Group or any Affiliate of the Buying
        Group, (iii) increase in benefits payable or potentially payable under
        any severance, continuation or termination pay policies or employment
        agreements with any director, officer, stockholder or employee of the
        Buying Group or any Affiliate of the Buying Group, (iv) increase in compensation,
        bonus or other benefits payable or potentially payable to directors, officers,
        stockholders or employees of the Buying Group or any Affiliate of the
        Buying Group, (v) change in the terms of any bonus, pension, insurance,
        health or other benefit plan of the Buying Group or (vi) representation
        of the Buying Group to any employee or former employee of the Buying Group
        that the Buying Group promised to continue any benefit plan after the
        Closing Date,

	 	 	 
	 	(f)	any change by the Buying Group in its
        accounting principles, methods or practices or in the manner it keeps
        its books and records;

	 	 	 
	 	(g)	any distribution, dividend, bonus, management
        fee or other payment by the Buying Group to any of their respective officers,
        directors, stockholders or Affiliates of the Buying Group or any of their
        respective Affiliates or Associates; and

	 	 	 
	 	(h)	any (i) material single capital expenditure
        or commitment, or any group of related capital expenditures or commitments
        by either the Purchaser or the Parent or (ii) material sale, assignment,
        transfer, lease or other disposition of or agreement to sell, assign,
        transfer, lease or otherwise dispose of any asset or property by either
        of the Purchaser or the Parent other than in the ordinary course of business.



 5.11          
  Properties; Material Leases; Tangible Assets. Neither the Purchaser
  nor the Parent own or lease any real property or material assets. 

 5.12          Litigation.
  There is no proceeding pending or, to the knowledge of the Buying Group, threatened
  against or affecting the Buying Group or the Buying Group Business or that seeks
  to prevent, enjoin, alter or delay the transactions contemplated by this Agreement,
  and there is no existing order, judgment or decree of any Governmental Authority
  naming either the Purchaser or the Parent as an affected party which has not
  been paid or discharged in full. 

 5.13          Material
  Contracts. The Buying Group is not party to any Buying Group Contract
  other than as specified herein. 

19 






 5.14          Compliance
  with Applicable Laws. The operation of the Buying Group Business (i)
  has not violated or infringed, except for violations or infringements that have
  been cured and the prior existence of which could not, individually or in the
  aggregate, reasonably be expected to have an adverse effect on either the Purchaser
  or the Parent and (ii) does not in any material respect violate or infringe
  any Applicable Law, the terms of any Permit or any order, writ, injunction or
  decree of any Governmental Authority including but not limited to, the 33 Act,
  the 34 Act, the Rules and Regulations of the SEC, or the Securities Laws and
  Regulations of any state. The Parent is not an investment company as defined
  in, or otherwise subject to regulation under, the Investment Company Act of
  1940. The Parent is required to file reports pursuant to Section 12(g) of the
  34 Act and is now, and as of the Closing Date will be, current in its filings.
  The Parent’s Form 10-K Annual Reports have been filed with certified financial
  statements, in compliance with SEC Regulations. 

 5.15          Buying
  Group Employment Agreement; and Employee Benefits. 

 5.15.1       There are no employment,
  consulting, severance pay, continuation pay, termination pay, indemnification
  agreements, collective agreements, employee benefit plans or other similar agreements
  of any nature whatsoever affecting either the Purchaser or the Parent save those
  to which a company listed on the OTCBB would, in the ordinary course of its
  business, be party to. 

 5.15.2       The Buying Group
  and its Affiliates have complied and are currently complying, in respect of
  all employees of the Buying Group and its Affiliates, with all Applicable Laws
  respecting employment and employment practices and the protection of the health
  and safety of employees, except for such instances which are not, in the aggregate,
  material. 

 5.16          Intellectual
  Property. The Buying Group has no interest in any patent, patent application
  and invention, trademark, trade name, trademark or trade name registration or
  application, copyright or copyright registration or application for copyright
  registration. 

 5.17          Tax
  Matters. 

 5.17.1       Except as disclosed
  in the Parent’s Financials, the Purchaser and the Parent have prepared
  and filed all Tax Returns on time with all appropriate Governmental Authorities
  which were required to be filed on or prior to the Closing Date. Each such Tax
  Return was correct and complete. 

 5.17.2       The Purchaser is
  not a registrant for the purposes of the goods and services tax provided for
  under the Tax Act. 

 5.17.3       The Purchaser is
  a taxable Canadian Corporation, as that term is defined in the Tax Act. 

 5.17.4       The Purchaser has
  paid all applicable sales and retail taxes in the Province of British Columbia,
  and none of its tangible personal property has been transferred at any time
  on a tax- 

20








 exempt basis under applicable legislation in the Province
  of British Columbia. The foregoing is accurate, mutatis mutandis, with
  respect to all sales or transfer Taxes imposed under comparable legislation
  of other provinces. 

 5.17.5       The Purchaser has
  never acquired or had the use of any of its assets from a Person (a "Related
  Person") with whom the Purchaser was not dealing at arm's length, within the
  meaning of the Tax Act. The Purchaser has never disposed of any asset to a Related
  Person for proceeds less than the fair market value of that asset. The Purchaser
  is not a party to or bound by any agreement with, is not indebted to, and no
  amount is owing to the Purchaser by any Related Person, not dealing at arm's
  length, within the meaning of the Tax Act, with the Purchaser. 

21






 5.17.6       For the purposes
  of the Tax Act the Purchaser and the Shareholders hereby covenant and agree
  to elect jointly under Subsection 85(1) of the Tax Act, by completing and filing
  with the Department of National Revenue the prescribed form T2057 within the
  prescribed time for the purposes of the Tax Act with respect to the sale by
  the Shareholders to the Purchaser of the Corporation Shares and further agree
  to transfer the Corporation Shares at an agreed amount equal to the adjusted
  cost base of the Corporation Shares to the Shareholders for purposes of the
  Tax Act or such greater amount determined by the Shareholders (the “Elected
  Amount”). 

 5.17.7       If at any time
  after the Closing Date the Shareholders determine that either: 

	 	(a)	it is necessary or desirable to change the Elected Amount;
      or
	 	 	 
	 	(b)	the Tax Act deems the Elected Amount
        to be an amount which is different than the amount agreed upon between
        the Shareholder and the Purchaser,



 then the Shareholder and the Purchaser shall do all things
  reasonably necessary to reflect such change including, for example, filing an
  amended election pursuant to subsection 85(1) of the Tax Act. 

 5.18          Issuance
  of Shares. 

 5.18.1       The issuance of
  the Parent Common Shares by the Parent, and the terms and provisions of the
  Parent Common Shares, will not violate any provisions of the Parent’s articles
  or bylaws or any Applicable Law, nor will the voting rights attached to the
  Parent Common Shares derogate from any rights under Applicable Law. 

 5.18.2       The issuance of
  the Exchangeable Non-Voting Shares by the Purchaser, and the terms and provisions
  of the Exchangeable Non-Voting Shares, will not violate any provisions of the
  Purchaser’s articles or bylaws or any Applicable Law. 

 5.19          Continuing
  NASD Status.  The Parent warrants that the National Association
  of Securities Dealers has cleared the Parent for quotation of its common shares,
  including the Parent Common Shares, on the over-the-counter bulletin board in
  the United States, which will continue after the Closing. 

 5.20          Full
  Disclosure. The information contained in the documents, certificates
  and written statements (including this Agreement and the schedules and exhibits
  hereto) furnished to the Shareholders or the Principals by or on behalf of the
  Buying Group with respect to each of the Purchaser and the Parent (including
  the Buying Group Business and the respective results of operations, financial
  condition and prospects of the Purchaser and the Parent) for use in connection
  with this Agreement or the transactions contemplated by this Agreement is true
  and complete in all material respects and does not, to the best of the knowledge
  of each Shareholder after conducting an inquiry which a reasonably prudent person
  would make under the circumstances, omit to state any material fact necessary
  in order to make the statements therein, in light of the circumstances under
  which they were made, not misleading. There is no fact known to the Purchaser
  or the Parent that has not been disclosed to the Shareholders by the Buying
  Group in writing that has had a Material Adverse Effect on or, so far as the
  Buying Group can now foresee, could be reasonably likely to have a Material
  Adverse Effect on the Buying Group (including the Buying Group Business and
  the respective results of operations, financial condition or prospects of the
  Buying Group). 

22








  ARTICLE VI: COVENANTS OF THE CORPORATION AND SHAREHOLDERS


 6.01          Conduct
  of the Business. During the Interim Period, other than with the express
  written approval of the Purchaser, the Corporation shall conduct the Corporation
  Business in the ordinary course consistent with past practice and shall use
  its best efforts to preserve intact the organization, relationships with third
  parties and goodwill of the Corporation and keep available the services of the
  present officers, employees, agents and other personnel of the Corporation Business.


 6.01.1       Without limiting
  in any way the importance of the foregoing, during the Interim Period, other
  than with the express written approval of the Purchaser, the Corporation shall
  not, and each Shareholder shall not cause the Corporation to: 

	 	(a)	adopt any material change in any method
        of accounting or accounting practice used by the Corporation other than
        by reason of a concurrent change in generally accepted accounting principles;

	 	 	 
	 	(b)	amend its articles or bylaws;

	 	 	 
	 	(c)	sell, mortgage, pledge or otherwise
        dispose of any substantial assets or properties of the Corporation;

	 	 	 
	 	(d)	declare, set aside or pay any management
        fee or dividend or make any other distribution with respect to the capital
        stock of the Corporation or otherwise make a distribution or payment to
        any Shareholder;

	 	 	 
	 	(e)	amalgamate, merge or consolidate with
        or agree to amalgamate, merge or consolidate with, or purchase or agree
        to purchase all or substantially all of the assets of, or otherwise acquire,
        any Corporation, partnership or other business organization or division
        thereof;

	 	 	 
	 	(f)	authorize for issuance, issue, sell
        or deliver any additional shares of its capital stock of any class or
        any securities or obligations convertible into shares of its capital stock
        of any class or commit to doing any of the foregoing;

	 	 	 
	 	(g)	split, combine or reclassify any shares
        of the capital stock of any class of the Corporation or redeem or otherwise
        acquire, directly or indirectly, any shares of such capital stock;

	 	 	 
	 	(h)	incur or agree to incur any debt or
        guarantee any debt for borrowed money, including any debt to any Shareholder,
        or to any Affiliate or Associate of any Shareholder, except debt incurred
        in the ordinary course of business consistent with past practice;




23




 

	 	(i)	make any loan, advance or capital contribution
        to or investment in any person other than loans, advances and capital
        contributions to or investments in joint ventures or other similar arrangements
        in which the Corporation has an equity interest in the ordinary course
        of business and travel advances made in the ordinary course of business
        by the Corporation to its employees to meet business expenses expected
        to be incurred by such employees;

	 	 	 
	 	(j)	enter into any settlement with respect
        to any Proceeding or consent to any order, decree or judgment relating
        to or arising out of any such Proceeding;

	 	 	 
	 	(k)	take any action to terminate, dismiss
        or cause the retirement of any key employee of the Corporation;

	 	 	 
	 	(l)	fail in any material respect to comply
        with any Applicable Laws; or

	 	 	 
	 	(m)	make, or make any commitments for, capital
        or contractual expenditure exceeding $5,000 for any individual commitment
        or $100,000 for all such commitments taken in the aggregate.



 6.01.2       Nothing in this
  Agreement, and specifically in Paragraph 6.01.2, shall be read to prohibit the
  Purchaser or the Parent from negotiating and completing transactions involving
  the acquisition of other subsidiaries. 

 6.01.3       During the Interim
  Period, other than with the express written approval of the Purchaser, the Corporation
  shall: 

	 	(a)	file all Canadian, United States, foreign,
        federal, state, provincial and local Tax Returns required to be filed
        and make timely payment of all applicable Taxes when due;

	 	 	 
	 	(b)	promptly notify the Purchaser in writing
        of any action or circumstance that results in, or could reasonably be
        expected to result in, a Material Adverse Effect or the occurrence of
        any breach by the Corporation or any Shareholder of any representation
        or warranty, or any covenant or agreement contained in this Agreement;
        and

	 	 	 
	 	(c)	promptly notify the Purchaser in writing
        of the commencement of any proceeding or the threat thereof by or against
        the Corporation or any Shareholder.



 6.02          Maintenance
  of Corporation Insurance Policies. On and after the Closing Date, the
  Corporation shall not take or fail to take any action if such action or inaction
  would adversely affect the applicability of any insurance in effect on the date
  hereof that covers all or any material part of the assets of the Corporation
  or the Business. 

6.03          Tax
  Election. In accordance with the Letter of Intent, the Corporation shall
  not file an election pursuant to subsection 256(9) of the Income Tax Act
  (Canada) or any equivalent provincial provision. 

24 








 ARTICLE VII: COVENANTS OF THE BUYING GROUP 

 7.01          Appointment
  of Director. At Closing, the following person(s) will be appointed a
  director of the Parent: 

	Name	Position	 
	 	 	 
	Rick George Mari	Director	 
	Chris Stringer	Director	 


 7.02          Conduct
  of Business.  During the Interim Period, the Buying Group will conduct
  the Buying Group Business in the ordinary course consistent with past practice
  and shall use its best efforts to preserve intact the organization, relationships
  with third parties and goodwill of the Buying Group and keep available the services
  of the present officers, directors, employees, agents and other personnel of
  the Buying Group Business; and without limiting in any way the importance of
  the foregoing, the Buying Group shall not undertake any of those matters referred
  to in sections 6.01.1 and 6.01.2, and all such clauses thereof shall apply mutatis
  mutandis to the Buying Group. 

 7.03          Priority.
  Notwithstanding any term of the Purchaser’s bylaws, memorandum and articles
  to the contrary, the terms and provisions of this Agreement and the Exchange
  and Voting Agreement shall prevail such that the directors of the Purchaser
  will only authorize the exchange of the Exchangeable Non-Voting Shares for shares
  in the Parent Common Shares in accordance with the terms of the Exchange and
  Voting Agreement. 

 ARTICLE VIII: ACKNOWLEDGMENTS AND COVENANTS OF ALL PARTIES


 8.01          Further
  Assurances. Each party hereto agrees to execute and deliver such other
  documents, certificates, agreements and other writings and to take such other
  actions as may be reasonably necessary or desirable (including obtaining all
  required consents) in order to evidence the consummation or implementation of
  the transactions provided for under this Agreement. 

 8.02          Certain
  Filings. The parties hereto shall cooperate with one another in determining
  whether any action by or in respect of, or filing with, any Governmental Authority
  is required or reasonably appropriate, or any action, consent, approval or waiver
  from any party to any Contract is required or reasonably appropriate, in connection
  with the consummation of the transactions contemplated by this Agreement. Subject
  to the terms and conditions of this Agreement, in taking such actions or making
  any such filings, the parties hereto shall furnish information required in connection
  therewith and seek timely to obtain any such actions, consents, approvals or
  waivers. 

 8.03          Registration.
  All parties acknowledge and agree that the Parent is a reporting issuer
  in the United States, and all of the Parent Common Shares have been registered
  under the 33 Act; and all parties further acknowledge and agree that neither
  the Parent nor the Purchaser is a reporting issuer in any province of Canada,
  and the Exchangeable Non-Voting Shares and 

25 








 Parent Common Shares will be subject to such resale restrictions
  as imposed by the Applicable Law of the jurisdiction in which a Shareholder
  is resident. 

 ARTICLE IX: CONDITIONS PRECEDENT TO CLOSING 

 9.01          Conditions
  to Obligation of the Buying Group. The obligations of the Buying Group
  to consummate the Closing are subject to the completion of due diligence of
  the Corporation on the part of the Buying Group and to the Buying Group’s
  satisfaction on or before August 21, 2003 and are further subject to the satisfaction
  of each of the following conditions: 

	 	(a)	(i) the Corporation and each Shareholder and each
        Principal shall have performed and satisfied each of their respective
        obligations hereunder required to be performed and satisfied by them on
        or prior to the Closing Date, (ii) each of the representations and warranties
        of the Corporation and each Shareholder and each Principal contained herein
        shall have been true and correct and contained no misstatement or omission
        that would make any such representation or warranty misleading when made
        and shall be true and correct and contain no misstatement or omission
        that would make any such representation or warranty misleading at and
        as of the Closing with the same force and effect as if made as of the
        Closing, and (iii) the Buying Group shall have received certificates signed
        by each Shareholder and a duly authorized executive officer of the Corporation
        to the foregoing effect and to the effect that the conditions specified
        within this Section 9.01(a) have been satisfied.



26




 



	 	(b)	All Required Consents for the transactions
        contemplated by this Agreement shall have been obtained without the imposition
        of any conditions that are or would become applicable to the Corporation,
        the Corporation Business, the Corporation Shares or the Buying Group (or
        any of its Affiliates or Associates) after the Closing that would be materially
        burdensome upon the Corporation, the Corporation Business, the Corporation
        Shares or the Buying Group (or any of its Affiliates or Associates) or
        their respective businesses substantially as such businesses have been
        conducted prior to the Closing Date or as said businesses, as of the date
        hereof, would be reasonably expected to be conducted after the Closing
        Date. All such approvals shall be in effect, and no proceedings shall
        have been instituted or threatened by any Governmental Authority or other
        person with respect thereto as to which there is a material risk of a
        determination that would terminate the effectiveness of, or otherwise
        materially and adversely modify the terms of, any such approval; all applicable
        waiting periods with respect to such approvals shall have expired; and
        all conditions and requirements prescribed by Applicable Law or by such
        approvals to be satisfied on or prior to the Closing Date shall have been
        satisfied to the extent necessary such that all such approvals are, and
        will remain, in full force and effect assuming continued compliance with
        the terms thereof after the Closing.

	 	 	 
	 	(c)	The transactions contemplated by this
        Agreement and the consummation of the Closing shall not violate any Applicable
        Law. The operation of the Corporation Business shall not have violated
        or infringed, or be in violation or infringement of any Applicable Law
        or any order, writ, injunction or decree of any Governmental Authority,
        where such violations and infringements, individually or in aggregate,
        have resulted in, or could reasonably be expected to result in a Material
        Adverse Effect.

	 	 	 
	 	(d)	Since the date hereof, there shall not
        have been any event, occurrence, development or state of circumstances
        or facts or change in the Corporation or the Corporation Business, including
        any damage, destruction or other casualty loss affecting the Corporation
        or the Corporation Business that has had or that may be reasonably expected
        to have, either alone or together with all such events, occurrences, developments,
        states of circumstances or facts or changes, a Material Adverse Effect
        on the Corporation.



 9.02          Conditions
  to Obligations of the Shareholders. The obligations of each Shareholder
  to consummate the Closing are subject completion of reasonable due diligence
  investigations of the Buying Group to be completed on or before August 21, 2003
  and are further subject to the satisfaction of each of the following conditions:


	 	(a)	(i) the Buying Group shall have performed and satisfied
        each of its obligations hereunder required to be performed and satisfied
        by it on or prior to the Closing Date; and (ii) each of the representations
        and warranties of the Buying Group contained herein shall have been true
        and correct and contained no misstatement or omission that would make
        any such representation or warranty misleading when made and shall be
        true and correct and contain no misstatement or



27




 



	 	 	omission that would make
        any such representation or warranty misleading at and as of the Closing
        with the same force and effect as if made as of the Closing.

	 	 	 
	 	(b)	All Required Consents for
        the transactions contemplated by this Agreement shall have been obtained
        without the imposition of any conditions that are or would become applicable
        to any Shareholder (or any of their respective Affiliates or Associates)
        after the Closing that would be materially burdensome upon any such Person.
        All such approvals shall be in effect, and no Proceedings shall have been
        instituted or threatened by any Governmental Authority with respect thereto
        as to which there is a material risk of a determination that would terminate
        the effectiveness of, or otherwise materially and adversely modify the
        terms of, any such approval. All applicable waiting periods shall have
        expired, and all conditions and requirements such approvals to be satisfied
        on or prior to the Closing extent necessary such that all such approvals
        are, and will remain, in full force and effect assuming continued compliance
        with the terms thereof after the Closing.

	 	 	 
	 	(c)
   	The transactions contemplated by this
        Agreement and the consummation of the Closing shall not violate any Applicable
        Law. No temporary restraining order, preliminary or permanent injunction,
        cease and desist order or other order issued by any court of competent
        jurisdiction or any competent Governmental Authority or any other legal
        restraint or prohibition preventing the transfer and exchange contemplated
        hereby or the consummation of the Closing, or imposing Damages in respect
        thereto, shall be in effect, and there shall be no pending actions or
        proceedings by any Governmental Authority (or determinations by any Governmental
        Authority) or by any other Person challenging or seeking to materially
        restrict or prohibit the transfer and exchange contemplated hereby or
        the consummation of the Closing.

	 	 	 
	 	(d) 	Since the date hereof, there
        shall not have been any event, occurrence, development or state of circumstances
        or facts or change in the Buying Group or the Buying Group Business, including
        any damage, destruction or other casualty loss affecting the Buying Group
        or the Buying Group Business that has had or that may be reasonably expected
        to have, either alone or together with all such events, occurrences, developments,
        states of circumstances or facts or changes, a Material Adverse Effect
        on the Buying Group.

	 	 	 
	 	(e)	Since the date hereof, there shall not have been
      any:
	 	 	 
	 	 	(i)  material
        change in the capital structure of either the Purchaser or the Parent,
        other than as to effect the creation or issuance of the Exchangeable Non-Voting
        Shares or the Parent Common Shares as contemplated herein, or to effect
        the rights, restrictions, privileges and terms of the Exchangeable Non-Voting
        Shares or Parent Common Shares in accordance with the terms hereof; or

      

	 	 	 	 
	 	 	(ii)  any actions,
        investigations, inquiries or proceedings commenced or continued against
        either the Parent or the Purchaser, or their respective officers, directors,
        promoters, representatives, agents or their respective businesses by any
        securities regulatory authority, tribunal or body having jurisdiction.

	 	 	 
	 	(f)	The Parent’s Board
        of Directors, by proper and sufficient vote, shall have approved this
        Agreement, the Exchange and Voting Agreement and the transactions contemplated
        hereby and the issuance of the Parent Common Shares hereunder.

	 	 	 
	 	(g)	The Parent and the Purchaser will have entered
      into the Exchange and Voting Agreement.





  28 







 ARTICLE X: INDEMNIFICATION 

 10.01          Agreement
  to Indemnify. 

 10.01.1       Each of the Purchaser
  and the Parent, and their respective Affiliates, Associates, officers, directors,
  shareholders, representatives and agents (collectively, the “Purchaser
  Indemnitees”) shall each be indemnified and held harmless to the extent
  set forth in this Article X by each Shareholder in respect of any and all damages
  incurred by any Purchaser Indemnitee as a result of any inaccuracy or misrepresentation
  in or breach of any representation or warranty made in this Agreement by such
  Shareholder, provided, however, that each Shareholder shall have no obligation
  to indemnify the Purchaser Indemnitees with respect to damages incurred by any
  Purchaser Indemnitee as a result of any inaccuracy or misrepresentation in or
  breach of any representation or warranty made in this Agreement by any other
  Shareholder and further a Shareholder shall have no such obligation to indemnify
  a Purchaser Indemnitee hereunder unless, and to the extent, the aggregate of
  all damages incurred by the Purchaser Indemnities for all items covered by this
  Section 10.01(1) shall exceed $1,000 in the aggregate. 

 10.01.2       Each of the Purchaser
  Indemnitees shall be indemnified and held harmless to the extent set forth in
  this Article X by the Corporation in respect of any and all damages incurred
  by any Purchaser Indemnitee as a result of any inaccuracy or misrepresentation
  in or breach of any representation, warranty, covenant or agreement made in
  this Agreement by the Corporation. 

 10.01.3       Each Shareholder
  and their respective Affiliates and Associates and each officer, director, shareholder,
  employer, representative and agent of any of the foregoing (collectively, the
  "Shareholder Indemnitees") shall each be indemnified and held harmless to the
  extent set forth in this Article X by the Purchaser and Parent in respect of
  any and all damages incurred by any Shareholder Indemnitee as a result of any
  inaccuracy or misrepresentation in or breach of any representation, warranty,
  covenant or agreement made by the Parent or the Purchaser in this Agreement.


 10.02          Survival
  of Representation, Warranties and Covenants. Except as hereinafter provided
  in this Section 10.02, all representations, warranties, covenants, agreements
  and obligations of each Indemnifying Party contained herein and all claims of
  any Purchaser Indemnitee or Shareholder Indemnitee in respect of any breach
  of any representation, warranty, covenant, agreement or obligation of any Indemnifying
  Party contained in this Agreement, shall survive the Closing and shall expire
  one year following the Closing Date. 

 ARTICLE XI: MISCELLANEOUS 

29 






 11.01          Notices.
  All notices, requests, demands, claims and other communications hereunder
  shall be in writing. Any notice, request, demand, claim, or other communication
  hereunder shall be deemed duly given (i) if personally delivered, when so delivered,
  (ii) if mailed, two Business Days after having been sent by registered or certified
  mail, return receipt requested, postage prepaid and addressed to the intended
  recipient as set forth below, (iii) if given by facsimile or telecopier, once
  such notice or other communication is transmitted to the facsimile or telecopier
  number specified below and the appropriate answer back or telephonic confirmation
  is received, provided that such notice or other communication is promptly thereafter
  mailed in accordance with the provisions of clause (ii) above or (iv) if sent
  through an overnight delivery service in circumstances under which such service
  guarantees next day delivery, the day following being so sent:


  If to the Corporation: #210 Quebec Street, Vancouver, British
    Columbia, Canada, V5T 3A3 

   If to the Purchaser or Parent: 6128 Glendalough Place, Vancouver,
    British Columbia Canada V6N 1S6 

   If to a Shareholder: at the last address for the Shareholder
    on the member registers of the Corporation. 


 Any party may give any notice, request, demand, claim or other
  communication hereunder using any other means (including ordinary mail or electronic
  mail), but no such notice, request, demand, claim or other communication shall
  be deemed to have been duly given unless and until it actually is received by
  the individual for whom it is intended. Any party may change the address to
  which notices, requests, demands, claims and other communications hereunder
  are to be delivered by giving the other parties notice in the manner herein
  set forth. 

 11.02          Amendments;
  No Waivers. 

	 	(a)	Any provision of this Agreement may
        be amended or waived if, and only if, such amendment or waiver is in writing
        and signed, in the case of an amendment, by all parties hereto, or in
        the case of a waiver, by the party against whom the waiver is to be effective.

	 	 	 
	 	(b)	No waiver by a party of any default,
        misrepresentation or breach of warranty or covenant hereunder, whether
        intentional or not, shall be deemed to extend to any prior or subsequent
        default, misrepresentation or breach of warranty or covenant hereunder
        or affect in any way any rights arising by virtue of any prior or subsequent
        occurrence. No failure or delay by a party in exercising any right, power
        or privilege hereunder shall operate as a waiver thereof nor shall any
        single or partial exercise thereof preclude any other or further exercise
        thereof or the exercise of any other right, power or privilege. The rights
        and remedies herein provided shall be cumulative and not exclusive of
        any rights or remedies provided by law.



 11.03          Expenses.
  All costs and expenses incurred in connection with this Agreement and
  enclosing and carrying out the transactions provided for herein shall be paid
  by the party incurring such cost or expense. This Section shall survive the
  Closing and the termination of this Agreement. 

30 






 11.04          Successors
  and Assigns. This Agreement shall be binding upon and enure to the benefit,
  of the parties hereto and their respective heirs, executors, administrators,
  legal representatives, successors and permitted assigns. No party hereto may
  assign either this Agreement or any of its rights, interests or obligations
  hereunder without the prior written approval of each other party, which approval
  shall not be unreasonably withheld. 

 11.05          Governing
  Law. This Agreement shall be governed by, and interpreted and enforced
  in accordance with, the laws in force in the Province of British Columbia and
  the laws of Canada applicable therein (excluding any conflict of laws rule or
  principle that might refer such interpretation to the laws of another jurisdiction).
  Each party irrevocably submits to the jurisdiction of the courts of British
  Columbia with respect to any matter arising hereunder or related hereto. 

 11.06          Counterparts;
  Effectiveness. This Agreement and the documents relating to the transactions
  contemplated by this Agreement may be signed in any number of counterparts and
  the signatures delivered by facsimile, each of which shall be deemed to be an
  original, with the same effect as if the signatures thereto were upon the same
  instrument and delivered in person. This Agreement and such documents shall
  become effective when each party thereto shall have received a counterpart thereof
  signed by the other parties thereto. In the case of execution and delivery by
  facsimile by any party, that party shall forthwith deliver a manually executed
  original to each of the other parties. 

 11.07          Entire
  Agreement. This Agreement (including the Schedules referred to herein,
  which are hereby incorporated by reference) constitutes the entire agreement
  between the parties with respect to the subject matter hereof and supersedes
  all prior agreements, understandings and negotiations, both written and oral,
  between the parties with respect to the subject matter of this Agreement including,
  without limiting the generality of the foregoing, the Letter of Intent. Neither
  this Agreement nor any provision hereof is intended to confer upon any Person
  other than the parties hereto any rights or remedies hereunder. 

 11.08          Captions.
  The captions herein are included for convenience of reference only and shall
  be ignored in the construction or interpretation hereof. All references to an
  Article or Section include all subparts thereof. 

 11.09          Severability.
  If any provision of this Agreement, or the application thereof to any Person,
  place or circumstance, shall be held by a court of competent jurisdiction to
  be invalid, unenforceable or void, the remainder of this Agreement and such
  provisions as applied to other Persons, places and circumstances shall remain
  in full force and effect only if, after excluding the portion deemed to be unenforceable,
  the remaining terms shall provide for the consummation of the transactions contemplated
  hereby in substantially the same manner as originally set forth at the later
  of the date this Agreement was executed or last amended. 

 11.10          Construction.
  The parties hereto intend that each representation, warranty, and covenant contained
  herein shall have independent significance. If any party has breached any representation,
  warranty or covenant contained herein in any respect, the fact that there exists


31 








 another representation, warranty or covenant relating to the
  same subject matter (regardless of the relative levels of specificity) that
  the party has not breached shall not detract from or mitigate the fact that
  the party is in breach of the first representation, warranty or covenant. 

 11.11          Meaning
  of Include and Including. Whenever in this Agreement the word "include"
  or "including" is used, it shall be deemed to mean "include, without limitation"
  or "including without limitation", as the case may be, and the language following
  "include" or "including" shall not be deemed to set forth an exhaustive list.


 11.12          Cumulative
  Remedies. The rights, remedies, powers and privileges herein provided
  are cumulative and not exclusive of any rights, remedies, powers and privileges
  provided by law. 

 11.13          Third
  Party Beneficiaries. Other than Indemnitees under Article X hereof who
  are not parties to this Agreement, no provision of this Agreement shall create
  any third party beneficiary rights in any Person, including any employee or
  former employee of the Corporation or any Affiliate or Associate thereof (including
  any beneficiary or dependent thereof). 

 11.14          Transmission
  by Facsimile. The parties hereto agree that this Agreement may be transmitted
  by facsimile or such similar device and that the reproduction of signatures
  by facsimile or such similar device will be treated as binding as if originals
  and each party hereto undertakes to provide each and every other party hereto
  with a copy of the Agreement bearing original signatures forthwith upon demand.


 11.15          Fees
  and Commissions. No broker, finder or other person or entity is entitled
  to any fee or commission from the Buying Group or the Corporation for services
  rendered on behalf of the Buying Group or the Corporation in connection with
  the transactions contemplated by this Agreement. 

 11.16          CD
  Farber Law Corp.. The parties hereto acknowledge and agree that CD Farber
  Law Corp. acts only for the Parent in the preparation and negotiation of this
  Agreement. The parties hereto further acknowledge and agree that: 

32 









	(a) 	they have been advised to seek independent legal advice regarding this
      Agreement, 
	 	 
	(b) 	CD Farber Law Corp. has provided no tax advice with
        respect to this Agreement and hereby has advised the parties hereto to
        seek tax advice respecting their respective tax obligations; and 

	 	 
	(c) 	CD Farber Law Corp. has not provided legal advice to any of the Shareholders
      with respect to U.S. securities laws. 


 IN WITNESS WHEREOF, the parties hereto have caused
  this Agreement to be duly executed by their respective authorized officers as
  of the day and year first above written. 


ACQUISITION MEDIA, INC. 


 “Richard Wilk” 

  ____________________________________________

  Authorized Signatory 


ACTIONVIEW ADVERTISING SYSTEMS, INC. 


 “Rick Mari”  

  ____________________________

  Authorized Signatory 


THE SHAREHOLDERS OF ACTIONVIEW ADVERTISING SYSTEMS, INC. 


	RICK MARI	 	ADRIENNE STRINGER
	 	 	 
	/s/
      Rick Mari	 	/s/ Adrienne
      Stringer
	 	 	 
	CHRIS STRINGER	 	GORDON MCDOUGALL
	 	 	 
	/s/
      Chris Stringer	 	/s/ Gordon
      McDougall
	 	 	 
	DICK YAMAMOTO	 	DEBORAH FERGUSON
	 	 	 
	/s/
      Dick Yamamoto	 	/s/ Deborah
      Ferguson



33






 



	FRANCES SMITH	 	GREG MCARTHUR
	 	 	 
	/s/
      Frances Smith	 	/s/ Greg
      McArthur
	 	 	 
	ROD BARTLETT	 	 
	 	 	 
	/s/
      Rod Bartlett	 	 
	 	 	 
	 	 	 
	THE PRINCIPALS	 	 
	 	 	 
	/s/
      Rick Mari	 	/s/ Chris
      Stringer
	RICK MARI	 	CHRIS STRINGER


 SCHEDULE A  

 SHAREHOLDINGS IN THE CORPORATION AND EXCHANGEABLE SHARES
  TO  

  PRINCIPALS  


	SHAREHOLDER NAME	NUMBER OF  CORPORATION SHARES HELD
	 	NUMBER OF EXCHANGEABLE SHARES
      
	 
	 	 	 	 	 
	Rick Mari	200,000	 	200,000	 
	4329 West 3rd Avenue,	 	 	 	 
	Vancouver, B.C. V6R 1M6	 	 	 	 
	 	 	 	 	 
	Christopher Stringer	100,000	 	100,000	 
	3784 Bayridge Avenue	 	 	 	 
	West Vancouver, B.C.	 	 	 	 
	V7V 3J2	 	 	 	 
	 	 	 	 	 
	Gordon McDougall	175,000	 	175,000	 
	1164 – West 7th Avenue	 	 	 	 
	Vancouver, B.C. V6H 1B4	 	 	 	 





  34






 



	Adrienne Stringer	87,500	 	87,500	 
	3784 Bayridge Avenue	 	 	 	 
	West Vancouver, B.C.	 	 	 	 
	V7V 3J2	 	 	 	 
	 	 	 	 	 
	Dick Yamamoto	87,500	 	87,500	 
	1263 Avenue South	 	 	 	 
	Lethbridge, Alberta	 	 	 	 
	T1J 0E7	 	 	 	 
	 	 	 	 	 
	Deborah Ferguson	87,500	 	87,500	 
	Suite 300, 1111 West Hastings Street	 	 	 	 
	Vancouver, V6E 2J3	 	 	 	 
	 	 	 	 	 
	Frances Smith	87,500	 	87,500	 
	602 – 1375 Nicola Street	 	 	 	 
	Vancouver, B.C.	 	 	 	 
	V6G 2G1	 	 	 	 
	 	 	 	 	 
	Greg McArthur	87,500	 	87,500	 
	173 Elm Avenue	 	 	 	 
	Penticton, B.C.	 	 	 	 
	V2A 3W1	 	 	 	 
	 	 	 	 	 
	Rod Bartlett	87,500	 	87,500	 
	2818 Bellevue Avenue	 	 	 	 
	West Vancouver, B.C.	 	 	 	 
	V7V 1E8	 	 	 	 
	 	1,000,000	 	1,000,000	 


 
	PRINCIPALS	NUMBER OF EXCHANGEABLE SHARES	 
	 	FOR INTELLECTUAL PROPERTY	 
	 	PURCHASE	 
	 	 	 
	Christopher Stringer	2,474,225	 
	3784 Bayridge Avenue	 	 
	West Vancouver, B.C.	 	 
	V7V 3J2	 	 
	 	 	 
	Rick Mari	4,948450	 
	4329 West 3rd Avenue,	 	 
	Vancouver, B.C. V6R 1M6	 	 
	 	 	 
	TOTAL:	7,422,675	 


35 





 SCHEDULE B 

 EXCHANGE AND VOTING TRUST AGREEMENT 

 THIS EXCHANGE AND VOTING TRUST AGREEMENT made as of the 21st
  day of August, 2003.

	AMONG:	ACQUISITION MEDIA, INC., a corporation subsisting under the
        laws of the State of Nevada 

       (hereinafter referred to as the “Parent”) 

	 	 
	AND: 	6126421 (CANADA) LTD., a corporation incorporated under the
        laws of Canada 

       (hereinafter referred to as the “Purchaser”), 

	 	 
	AND: 	CD FARBER LAW CORP., having a business address at 2602 –
        1111 Beach Ave, Vancouver, British Columbia V6E 1T9 

       (hereinafter referred to as the “Trustee”). 

	 	 
	AND: 	EACH OF THOSE PERSONS  holding shares of the purchaser, as listed
        in Appendix “A” hereto 

       (hereinafter referred to as the “Shareholders”) 



WHEREAS: 

	A.
 	The Purchaser is the wholly owned subsidiary of the Parent;
	 	 
	B.	Pursuant to a share exchange and share
        purchase agreement dated as of August 17, 2003 (the “Purchase Agreement”)
        by and among the Parent, the Purchaser, ActionView Advertising Systems,
        Inc. (“AASI”) and, the Shareholders, the Purchaser acquired
        all of the issued and outstanding common shares of AASI from the Shareholders
        and certain intellectual property rights (the “Intellectual Property”)
        from two principals of AASI, Rick Mari and Chris Stringer (the “Principals”)
        in consideration of: (i) the Purchaser issuing to the Shareholders (the
        term “Shareholders” shall, for the remainder of the text of
        this Agreement below include the Principals) a total of 8,750,000 Exchangeable
        Non-Voting Shares (as herein defined), and (ii) the Parent, granting to
        each Shareholder Voting Rights (as herein defined) in the Parent on the
        basis of each Shareholder having an equivalent number of votes in the
        Parent as the number of Exchangeable Non-Voting Shares held by such Shareholder;



36




 



	C.	As security for the Parent’s covenant to issue
        common shares in its capital stock in exchange for Exchangeable Non-Voting
        Shares, the Parent agreed to issue 8,750,000 common shares (as herein
        defined as the “Parent Common Shares”) to the Trustee; and

	 	 
	D.	In accordance with the Purchase Agreement, this Agreement
        stipulates the means by which: (i) the Shareholders have voting rights
        in the Parent; ii) the Trustee holds the Parent Common Shares for the
        Shareholders; and (iii) the Shareholders exercise their rights of conversion
        of the Exchangeable Non-Voting Shares,



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
  agree as follows: 

 ARTICLE 1  

 DEFINITIONS AND INTERPRETATION 

 1.1          Definitions.
  In this Agreement, the following terms shall have the following meanings:


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

 “Automatic Exchange Rights” means the benefit
  of the obligation of Parent to effect the automatic exchange of Exchangeable
  Non-Voting Shares for Parent Common Shares pursuant to Section 4.12 hereof.


 “Board of Directors” means the Board of Directors
  of the Purchaser. 

 “Business Day” means a day other than a Saturday,
  Sunday or a day when banks are not open for business in Vancouver, British Columbia;


 “Canadian Dollar Equivalent” means in respect
  of an amount expressed in a foreign currency (the “Foreign Currency Amount”)
  at any date the product obtained by multiplying (a) the Foreign Currency Amount
  by (b) the exchange rate on such date for such foreign currency expressed in
  Canadian dollars as reported in The Wall Street Journal under “Currency
  Trading; Exchange Rates” or, in the event such exchange rate is not available,
  such exchange rate on such date for such foreign currency expressed in Canadian
  dollars as may be deemed by the Board of Directors to be appropriate for such
  purpose. 

 “Current Market Price” means, in respect
  of a Parent Common Share on any date, the Canadian Dollar Equivalent of closing
  price of Parent Common Shares on the day before such date, on such stock exchange
  or automated quotation system on which the Parent Common Shares are listed or
  quoted, as the case may be, as may be selected by the Board of Directors for
  such purpose; provided, however, that if there is no public distribution or
  trading activity of Parent Common Shares during such period, then the Current
  Market Price of a Parent Common Share shall be determined by the Board of Directors
  based upon the advice of such qualified independent financial advisors as the
  Board of Directors may deem to 

37 





 be appropriate, and provided further that any such selection,
  opinion or determination by the Board of Directors shall be conclusive and binding.


 “Exchangeable Non-Voting Shares” means the
  Class “A” exchangeable, non-voting, participating common shares without
  par value in the capital stock of the Purchaser, including the 8,750,000 shares
  issuable under the Purchase Agreement. 

 “Exchangeable Share Provisions” means the
  rights, privileges, restrictions and conditions attached to the Exchangeable
  Non-Voting Shares. 

 “Insolvency Event” means the institution
  by the Purchaser of any proceeding to be adjudicated bankrupt or insolvent or
  to be dissolved or wound up, or the consent of the Purchaser to the institution
  of bankruptcy, insolvency, dissolution or winding up proceedings against it,
  or the filing of a petition, answer or consent seeking dissolution or winding
  up under any bankruptcy, insolvency or analogous laws, including without limitation
  the Companies Creditors’ Arrangement Act (Canada) and the Bankruptcy
  and Insolvency Act (Canada), and the failure by the Purchaser to contest
  in good faith any such proceedings commenced in respect of the Purchaser within
  fifteen (15) days of becoming aware thereof, or the consent by the Purchaser
  to the filing of any such petition or to the appointment of a receiver, or the
  making by the Purchaser of a general assignment for the benefit of creditors,
  or the admission in writing by the Purchaser of its inability to pay its debts
  generally as they become due, or the Purchaser not being permitted, pursuant
  to solvency requirements of applicable law, to redeem any Retracted Shares pursuant
  to section 27.6 (e) of the Exchangeable Share Provisions. 

 “Insolvency Exchange Right” has the meaning
  ascribed thereto in Section 4.1. 

 “Liquidation Event” has the meaning ascribed
  thereto in Section 4.12. 

 “Liquidation Event Effective Date” has the
  meaning ascribed thereto in Section 4.12(c). 

 “List” has the meaning ascribed thereto in
  Section 3.8. 

 “Officer's Certificate” means, with respect
  to the Parent or the Purchaser, as the case may be, a certificate signed by
  any one of the Chairman of the Board, the Vice-Chairman of the Board, the President,
  any Vice-President or any other officer of the Parent or the Purchaser, as the
  case may be. 

 “Parent Common Shares” means the shares of
  common stock of the Parent, without par value, having voting rights of one vote
  per share, and any other securities into which such shares may be changed. 

 “Parent Consent” has the meaning ascribed
  thereto in Section 3.2. “Parent Meeting” has the meaning ascribed
  in Section 3.2. “Parent Successor” has the meaning ascribed
  thereto in Section 11.1(a). 

 “Purchase Agreement” means the Purchase Agreement
  between the Parent , the Purchaser, AASI, and the Shareholders named therein,
  dated as of the same date hereof. 

 “Person” includes an individual, partnership,
  corporation, company, unincorporated syndicate or organization, trust, trustee,
  executor, administrator and other legal representative. 

 “Retracted Shares” has the meaning ascribed
  thereto in Section 4.7. 

38 





 “Shareholders” means the registered holders
  from time to time of Exchangeable Non-Voting Shares, other than the Parent and
  its Affiliates, as listed in Appendix “A” hereto. 

 “Shareholder Votes” has the meaning ascribed
  thereto in Section 3.2. 

 “Support Agreement” means that certain support
  agreement made as of the same date hereof between the Purchaser and the Parent,
  which agreement is attached as Schedule “D” to the Purchase Agreement.


 “Trust” means the trust created by this Agreement.


 “Trust Estate” means the Trust Shares and
  any other securities, money or other property which may be held by the Trustee
  from time to time pursuant to this Agreement. 

 “Trust Shares” has the meaning ascribed thereto
  in Section 2.2. 

 “Trustee” means CD Farber Law Corp., and
  subject to the provisions of Article 9, includes any successor trustee. 

 “Voting Rights” has the meaning ascribed
  thereto in Section 3.1. 

 Interpretation not Affected by Headings, etc. The division
  of this Agreement into articles, sections and paragraphs and the insertion of
  headings are for convenience of reference only and shall not affect the construction
  or interpretation of this Agreement. 

 Number, Gender, etc. Words importing the singular number
  only shall include the plural and vice versa. Words importing the use
  of any gender shall include all genders. 

 Date for any Action. If any date on which any action
  is required to be taken under this Agreement is not a Business Day, such action
  shall be required to be taken on the next succeeding Business Day. 

 ARTICLE 2  

  TRUST SHARES 

 2.1          
  Establishment of Trust. One purpose of this Agreement is to
  create the Trust for the benefit of the Shareholders, as herein provided. The
  Trustee will hold the Parent Common Shares acquired pursuant to the requirements
  of the Purchase Agreement, Exchangeable Share Provisions and Support Agreement
  both to support the Parent’s and the Purchaser’s obligations thereunder
  in the event of default and, only if required by applicable law, to provide
  a mechanism for Shareholders of each Exchangeable Non-Voting Share to direct
  the voting of a corresponding Parent Common Share held by the Trustee. 

 2.2          
  Issue and Ownership of the Parent Common Shares. Upon execution of this
  Agreement, the Parent shall transfer to the Trustee a number of Parent Common
  Shares equal to the number of Exchangeable Non-Voting Shares issued to Shareholders
  under the Purchase Agreement, such shares to be hereafter held of record by
  the Trustee as trustee for and on behalf of, and for the use and benefit of,
  the Shareholders and in accordance with the provisions of this Agreement. From
  time to time, the Parent shall transfer additional shares of Parent Common Shares
  to the Trustee as required under the Purchase Agreement, Exchangeable Share
  Provisions and Support Agreement, also to be held of record by the Trustee as
  trustee for and on behalf of, and for the use and benefit of, the Shareholders
  and in accordance with the provisions of this Agreement. All Parent Common Shares
  so transferred by the Parent to the 

39 





 Trustee pursuant to this Section 3.1 shall hereafter be referred
  to as the “Trust Shares”. The Parent hereby acknowledges receipt from
  the Trustee as trustee for and on behalf of the Shareholders of good and valuable
  consideration (and the adequacy thereof) for the issuance of the Trust Shares
  by the 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 Trust Shares and, subject to the terms hereof,
  shall be entitled to exercise all of the rights and powers of an owner with
  respect to the Trust Shares, provided that the Trustee shall: 

	(a)	hold the Trust Shares and the rights
        associated therewith as conveyed by this Agreement as trustee solely for
        the use and benefit of the Shareholders 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 the Trust Shares and the Trust Shares 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.



 ARTICLE 3  

 VOTING  

 3.1           Voting
  Rights. The Parent will grant to the Shareholders, by requisite shareholder
  or director resolutions, the right for each Shareholder to receive notice and
  attend each Parent Meeting and to consent to or to vote in person or by proxy,
  on any matter, question or proposition whatsoever that may properly come before
  the stockholders of the Parent at a Parent Meeting or in connection with a Parent
  Consent (in each case, as hereinafter defined) (the “Voting Rights”)
  on the basis of one Voting Right for every one Exchangeable Non-Voting Share
  held by a Shareholder, as if and to the same extent and effect as if the Shareholder
  held an equivalent number of Parent Common Shares. The Voting Rights shall be
  and remain vested in and exercised by the Shareholders. 

 3.2          Number
  of Votes. With respect to all meetings of stockholders of the Parent at
  which holders of shares of Parent Common Shares are entitled to vote (a "Parent
  Meeting") and with respect to all written consents sought by the Parent from
  its stockholders including the holders of shares of Parent Common Shares (a
  "Parent Consent"), each Shareholder shall be entitled to cast and exercise,
  in the manner instructed, the Voting Rights ordinarily attributable to one Parent
  Common Share for each Exchangeable Non-Voting Share owned of record by such
  Shareholder on the record date established by the Parent or by applicable law
  for such Parent Meeting or Parent Consent, as the case may be (the "Shareholder
  Votes") in respect of each matter, question or proposition to be voted on at
  such Parent Meeting or to be consented to in connection with such Parent Consent.


 3.3         Legended
  Shares Certificates. The Purchaser will cause each certificate representing
  Exchangeable Non-Voting Shares to bear an appropriate legend notifying the Shareholders
  of their right to a number of votes in the Parent as is equal to the number
  of shares represented by the Exchangeable Non-Voting Share certificates. 

 3.4          Safekeeping
  of Certificates. The certificate(s) representing the Trust Shares shall
  at all times be held in safe keeping by the Trustee or its agent. 

 3.5          Mailings
  to Shareholders of Exchangeable Non-Voting Shares. With respect to each
  Parent Meeting and Parent Consent, the Parent will mail or cause to be mailed
  (or otherwise communicate in the same manner as the Parent utilizes in communications
  to holders of Parent Common Shares, to each of 

40 





 the Shareholders named in the List (as defined below) on the
  same day as the initial mailing or notice (or other communication) with respect
  thereto is given by the Parent to its stockholders: 

	(a)	a copy of such notice, together with
        any proxy or information statement and related materials to be provided
        to stockholders of the Parent;

	 	 
	(b)	a statement that such Shareholder is
        entitled to the exercise of the Shareholder Votes with respect to such
        Parent Meeting or Parent Consent, as the case may be, and to attend such
        Parent Meeting and to exercise personally the Shareholder Votes thereat;

	 	 
	(c)	a statement as to the manner in which
        to give a proxy to a designated agent or other representative of the management
        of the Parent to exercise such Shareholder Votes; and

	 	 
	(d)	a statement of (i) the time and date
        by which such must be received by the Parent 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
        (ii) the method for revoking or amending such proxies.



 For the purpose of determining Shareholder Votes to which
  a Shareholder is entitled in respect of any such Parent Meeting or Parent Consent,
  the number of Exchangeable Non-Voting Shares owned of record by the Shareholder
  shall be determined at the close of business on the record date established
  by the Parent or by applicable law for purposes of determining stockholders
  entitled to vote at such Parent Meeting or to give written consent in connection
  with such Parent Consent. 

 3.6           Copies
  of Stockholder Information. The Parent will deliver to the Shareholders
  copies of all proxy materials (including notices of Parent Meetings), information
  statements, reports (including without limitation all interim and annual financial
  statements) and other written communications that are to be distributed from
  time to time to holders of Parent Common Shares. 

 3.7           Other
  Materials. Immediately after receipt by the Parent or any stockholder of
  the Parent of any material sent or given generally to the holders of Parent
  Common Shares by or on behalf of a third party, including without limitation
  dissident proxy and information circulars (and related information and material)
  and tender and exchange offer circulars (and related information and material),
  the Parent shall use its best efforts to obtain and deliver copies thereof to
  each Shareholder as soon as possible thereafter. 

 3.8          
  List of Persons Entitled to Vote. The Purchaser shall (a) prior to each
  annual, general and special Parent Meeting or the seeking of any Parent Consents
  and (b) forthwith upon each request made at any time by the Trustee or the Parent
  in writing, prepare or cause to be prepared a list (a "List") of the names and
  addresses of the Shareholders arranged in alphabetical order and showing the
  number of Exchangeable Non-Voting Shares held of record by each such Shareholder,
  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 the Parent or pursuant to applicable law for determining the holders of Parent
  Common 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 Parent promptly after receipt by the 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 enable the Parent to perform its
  obligations under this Agreement. The Parent agrees to give the Purchaser written
  notice (with a copy to the Trustee) of the calling of any Parent Meeting or
  the seeking of any Parent Consent, 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 the Purchaser to perform its obligations under
  this Section 3.8. 

 3.9          
  Distribution of Written Materials. Any written materials to
  be distributed by the Parent to the Shareholders pursuant to this Agreement
  shall be delivered or sent by mail (or otherwise communicated 

41 





 in the same manner as the Parent utilizes in communications
  to holders of Parent Common Shares) to each Shareholder at its address as shown
  on the books of the Purchaser. The Purchaser shall provide or cause to be provided
  to the Parent for this purpose, on a timely basis and without charge or other
  expense current lists of the Shareholders. 

 3.10           Termination
  of Voting Rights. All of the rights of a Shareholder with respect to the
  Shareholder Vote exercisable in respect of each Exchangeable Non-Voting Share
  held by such Shareholder shall be deemed to be surrendered by the Shareholder
  to the Parent and such Shareholder Votes and the Voting Rights represented thereby
  shall cease immediately upon the exchange, retraction or redemption of the Exchangeable
  Non-Voting Shares by or from the Shareholder. 

 3.11          
  Alternative Voting Rights.  In the event it is alleged or determined
  by any chairman at a shareholders’ meeting, the board of directors of the
  Parent, a shareholder, or by any corporate or third party action or securities
  or judicial authority having jurisdiction that the Shareholders are not properly
  entitled to vote the Shareholder Votes or the Voting Rights, for whatever reason,
  then at the sole discretion and judgment of a Shareholder, such Shareholder
  may elect to suspend such Shareholder’s exercise of the Shareholder Votes
  or the Voting Rights and direct the Trustee, as the holder of record of the
  Trust Shares, to be entitled to all of the Voting Rights attributable to such
  Trust Shares. The Trustee shall exercise the Voting Rights only on the basis
  of instructions received pursuant to this section 3.11 from Shareholders entitled
  to instruct the Trustee as to the voting thereof at the time at which the Parent
  Consent is sought or the Parent Meeting is held. To the extent that no instructions
  are received from a Shareholder with respect to the Voting Rights to which such
  Shareholder is entitled, the Trustee shall not exercise or permit the exercise
  of such Shareholder's Voting Rights. 

 Any Shareholder named in a List prepared in connection with
  any Parent Meeting or any Parent Consent will be entitled (a) to instruct the
  Trustee with respect to the exercise of the Shareholder Votes to which such
  Shareholder is entitled or (b) to attend such meeting and personally to exercise
  thereat (or to exercise with respect to any written consent), as the proxy of
  the Trustee, the Shareholder Votes to which such Shareholder is entitled except,
  in each case, to the extent that such Shareholder has transferred the ownership
  of any Exchangeable Non-Voting Shares in respect of which such Shareholder is
  entitled to Shareholder Votes after the close of business on the record date
  for such meeting or seeking of consent. 

 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 Shareholder , the Shareholder Votes as to which
  such Shareholder is entitled to direct the Voting Rights (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 Shareholder
  prior to the time and date fixed by it for receipt of such instructions in the
  notice given by the Trustee to the Shareholder. 

 The Trustee shall cause such representatives as are 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 Shareholder (or its designee)
  of identification satisfactory to the Trustee's representatives, and at the
  Shareholder's request, such representatives shall sign and deliver to such Shareholder
  (or its designee) a proxy to exercise personally the Shareholder Votes as to
  which such Shareholder is otherwise entitled hereunder to direct the vote, if
  such Shareholder either (i) has not previously given the Trustee instructions
  in respect of such meeting, or (ii) submits to the Trustee's representatives
  written revocation of any such previous instructions. At such meeting, the Shareholder
  exercising such Shareholder Votes shall have the same rights as the Trustee
  to speak at the meeting in respect of any matter, question or proposition, to
  vote by way of ballot at the meeting in respect of any matter, question or proposition
  and to vote at such meeting by way of a show of hands in respect of any matter,
  question or proposition. 

42 





 ARTICLE 4  

 EXCHANGE RIGHT AND AUTOMATIC EXCHANGE 

 4.1          
  Grant and Ownership of the Exchange Right. The Parent hereby
  grants to the Shareholders the right, upon the occurrence and during the continuance
  of an Insolvency Event, to require the Parent to purchase from each or any Shareholder
  all or any part of the Exchangeable Non-Voting Shares held by the Shareholder
  in accordance with the provisions of this Agreement (the “Insolvency Exchange
  Right”). The Parent hereby acknowledges receipt from the Shareholders of
  good and valuable consideration (and the adequacy thereof) for the issuance
  of the Insolvency Exchange Right to them. 

 4.2           Legended
  Share Certificates. The Purchaser will cause each certificate representing
  Exchangeable Non-Voting Shares to bear an appropriate legend notifying the Shareholders
  of: 

	(a)	their right with respect to the exercise
        of the Insolvency Exchange Right in respect of the Exchangeable Non-Voting
        Shares held by a Shareholder; and

	 	 
	(b)	the Automatic Exchange Rights.


 4.3           Purchase
  Price. The purchase price payable by the Parent for each Exchangeable Non-Voting
  Share to be purchased by the Parent under the Insolvency Exchange Right shall
  be an amount per share equal to (a) the Current Market Price of a Parent Common
  Share on the last Business Day prior to the day of closing of the purchase and
  sale of such Exchangeable Non-Voting Share under the Insolvency Exchange Right
  plus (b) an additional amount equivalent to the full amount of all dividends
  declared and unpaid on each such Exchangeable Non-Voting Share and all dividends
  declared on Parent Common Shares which have not been declared on such Exchangeable
  Non-Voting Shares in accordance with section 27.3 of the Exchangeable Share
  Provisions (provided that if the record date for any such declared and unpaid
  dividends occurs on or after the day of closing of such purchase and sale the
  purchase price shall not include such additional amount equivalent to such declared
  and unpaid dividends). In connection with each exercise of the Insolvency Exchange
  Right, the Parent will provide to the Shareholders an Officer's Certificate
  setting forth the calculation of the purchase price for each Exchangeable Non-Voting
  Share. The purchase price for each such Exchangeable Non-Voting Share so purchased
  may be satisfied only by delivering or causing to be delivered to the relevant
  Shareholder, one Parent Common Share and a check for the balance, if any, of
  the purchase price without interest. 

 4.4          
  Exercise Instructions. Subject to the terms and conditions set forth
  herein, a Shareholder shall be entitled, upon the occurrence and during the
  continuance of an Insolvency Event, to exercise the Insolvency Exchange Right
  with respect to all or any part of the Exchangeable Non-Voting Shares registered
  in the name of such Shareholder on the books of the Purchaser. To cause the
  exercise of the Insolvency Exchange Right, the Shareholder shall deliver to
  the Parent, in person or by certified or registered mail the certificates representing
  the Exchangeable Non-Voting Shares which such Shareholder desires the Parent
  to purchase, duly endorsed in blank, and accompanied by such other documents
  and instruments as may be required to effect a transfer of Exchangeable Non-Voting
  Shares under the Company Act (British Columbia), and the articles of
  the Purchaser and such additional documents and instruments as the Parent may
  reasonably require together with (a) a duly completed form of notice of exercise
  of the Insolvency Exchange Right, contained on the reverse of or attached to
  the Exchangeable Non-Voting Share certificates, stating (i) that the Shareholder
  elects to exercise the Insolvency Exchange Right so as to require the Parent
  to purchase from the Shareholder the number of Exchangeable Non-Voting Shares
  specified therein, (ii) that such Shareholder has good title to and owns all
  such Exchangeable Non-Voting Shares to be acquired by Parent free and clear
  of all liens, claims and encumbrances, (iii) the name in which the certificates
  representing Parent Common Shares deliverable in 

43 





 connection with the exercise of the Insolvency 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 Purchaser and the Parent of payment) of the taxes (if any) payable as
  contemplated by Section 4.7 of this Agreement. If only a part of the Exchangeable
  Non-Voting Shares represented by any certificate or certificates delivered to
  the Trustee are to be purchased by the Parent under the Insolvency Exchange
  Right, a new certificate for the balance of such Exchangeable Non-Voting Shares
  shall be issued to the Shareholder at the expense of the Purchaser. 

 4.5          
  Delivery of Parent Common Shares; Effect of Exercise. Promptly,
  and as soon as reasonably practicable after receipt of the certificates representing
  the Exchangeable Non-Voting Shares which the Shareholder desires the Parent
  to purchase under the Insolvency Exchange Right, together with such documents
  and instruments of transfer and a duly completed form of notice of exercise
  of the Insolvency Exchange Right (and payment of taxes, if any, or evidence
  thereof), duly endorsed for transfer to the Parent, the Parent shall immediately
  thereafter upon receipt of such notice deliver or cause to be delivered to the
  Shareholder of such Exchangeable Non-Voting Shares (or to such other persons,
  if any, properly designated by such Shareholder), the certificates for the number
  of Parent Common Shares deliverable in connection with the exercise of the Insolvency
  Exchange Right, which shares shall be duly issued as fully paid and non-assessable
  and shall be free and clear of any lien, claim or encumbrance, and checks for
  the balance, if any, of the total purchase price therefor. The Parent may instruct
  the Trustee to use the Trust Shares it holds for delivery to the Shareholder
  under the previous sentence. The Parent shall, immediately upon receipt of such
  certificates representing the Exchangeable Non-Voting Shares from the Shareholder,
  deliver the certificates to the registered office of the Purchaser for cancellation.
  Immediately upon the giving of notice by the Shareholder to the Parent of the
  exercise of the Insolvency Exchange Right, as provided in this Section 4.5,
  the closing of the transaction of purchase and sale contemplated by the Insolvency
  Exchange Right shall be deemed to have occurred, and the Shareholder of such
  Exchangeable Non-Voting Shares shall be deemed to have transferred to the Parent
  its right, title and interest in and to such Exchangeable Non-Voting Shares
  and shall cease to be a Shareholder of such Exchangeable Non-Voting Shares and
  shall not be entitled to exercise any of the rights of a Shareholder in respect
  thereof, other than the right to receive his proportionate part of the total
  purchase price therefor, unless the requisite number of Parent Common Shares
  (together with a check for the balance, if any, of the total purchase price
  therefor) is not allotted, issued and delivered by the Parent to such Shareholder
  (or to such other persons, if any, properly designated by such Shareholder),
  within five (5) Business Days of the date of the giving of such notice by the
  Shareholder, in which case the rights of the Shareholder shall remain unaffected
  until such Parent Common Shares are so allotted, issued and delivered by the
  Parent and any such check is so delivered and paid. Concurrently with such Shareholder
  ceasing to be a Shareholder of Exchangeable Non-Voting Shares, the Shareholder
  shall be considered and deemed for all purposes to be the holder of Parent Common
  Shares delivered to it pursuant to the Insolvency Exchange Right. 

 4.6           Exercise
  of Insolvency Exchange Right Subsequent to Retraction. In the event that
  a Shareholder has exercised its right under Article 27.6 of the Exchangeable
  Share Provisions to require the Purchaser to redeem any or all of the Exchangeable
  Non-Voting Shares held by the Shareholder (the “Retracted Shares”)
  and is notified by the Purchaser pursuant to section 27.6 (a) of the Exchangeable
  Share Provisions that the Purchaser will not be permitted as a result of solvency
  requirements of applicable law to redeem all such Retracted Shares, and the
  Shareholder has not revoked the retraction request delivered by the Shareholder
  to the Purchaser pursuant to section 27.6 (a) of the Exchangeable Share Provisions,
  the retraction request will constitute and will be deemed to constitute notice
  from the Shareholder to the Parent to exercise the Insolvency Exchange Right
  with respect to those Retracted Shares which the Purchaser is unable to redeem.
  In any such event, the Purchaser hereby agrees with the Shareholder immediately
  to notify the Parent of such prohibition against the Purchaser redeeming all
  of the Retracted Shares and immediately to forward or cause to be forwarded
  to the Parent all relevant materials delivered by the Shareholder to the Purchaser
  of the Exchangeable Non-Voting Shares 

44 





 (including without limitation a copy of the retraction request
  delivered pursuant to section 27.6 (a) of the Exchangeable Share Provisions)
  in connection with such proposed redemption of the Retracted Shares and the
  Parent will thereupon exercise the Insolvency Exchange Right with respect to
  the Retracted Shares that the Purchaser is not permitted to redeem and will
  purchase such shares in accordance with the provisions of this Article 4. 

 4.7          
  Stamp or Other Transfer Taxes. Upon any sale of Exchangeable
  Non-Voting Shares to the Parent pursuant to the Insolvency Exchange Right or
  the Automatic Exchange Rights, the share certificate or certificates representing
  Parent Common Shares to be delivered in connection with the payment of the total
  purchase price therefor shall be issued in the name of the Shareholder of the
  Exchangeable Non-Voting Shares so sold without charge to the Shareholder of
  the Exchangeable Non-Voting Shares so sold; provided, however that such Shareholder
  (a) shall pay (and neither the Parent, the Purchaser nor the Trustee shall be
  required to pay) any documentary, stamp, transfer, withholding 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 Shareholder, or (b) shall have established
  to the satisfaction of the Trustee, the Parent and the Purchaser that such taxes,
  if any, have been paid. 

 4.8           Notice
  of Insolvency Event. Immediately upon the occurrence of an Insolvency Event
  or any event which with the giving of notice or the passage of time or both
  would be an Insolvency Event, the Purchaser and the Parent shall give written
  notice thereof to the Trustee and the Shareholders, which notice shall contain
  a brief statement of the right of the Shareholders with respect to the Insolvency
  Exchange Right. 

 4.9           Qualification
  of Parent Common Shares.  The Parent represents and warrants that it has
  taken all actions and done all things as are necessary under any United States
  or Canadian federal, provincial or state law or regulation or pursuant to the
  rules and regulations of any regulatory authority or the fulfilment of any other
  legal requirement (collectively, the “Applicable Laws”) as they exist
  on the date hereof and will in good faith expeditiously take all such actions
  and do all such things as are necessary under Applicable Laws as they may exist
  in the future to cause the Parent Common Shares to be issued and delivered pursuant
  to the Exchangeable Share Provisions, the Insolvency Exchange Right or the Automatic
  Exchange Rights; provided that all Parent Common Shares will be subject to such
  resale restrictions as imposed by applicable securities legislation. 

 4.10          
  Reservation of Parent Common Shares.  The Parent hereby represents,
  warrants and covenants that it has irrevocably reserved for issuance and will
  at all times keep available, free from preemptive and other rights, out of its
  authorized and unissued capital stock such number of Parent Common Shares (a)
  as is equal to the sum of (i) the number of Exchangeable Non-Voting Shares issued
  and outstanding from time to time and (ii) the number of Exchangeable Non-Voting
  Shares issuable upon the exercise of all rights to acquire Exchangeable Non-Voting
  Shares outstanding from time to time and (b) as are now and may hereafter be
  required to enable and permit the Purchaser and the Parent to meet their respective
  obligations hereunder, under the Support Agreement, under the Exchangeable Share
  Provisions and under any other security or commitment pursuant to which the
  Parent may now or hereafter be required to issue Parent Common Shares. To the
  extent permitted under Article 5 hereof, the Trust Shares may be used to satisfy
  the Parent’s obligations under this Section 4.10. 

 4.11          
  Automatic Exchange on Liquidation of the Parent 

	(a)	The Parent will give the Trustee and the Shareholders
        notice of each of the following events (each a “Liquidation Event”)
        at the time set forth below:



45




 

	 	(i)	in the event of any determination by
        the board of directors of the Parent to institute voluntary liquidation,
        dissolution or winding-up proceedings with respect to the Parent or to
        effect any other distribution of assets of the Parent among its shareholders
        for the purpose of winding up its affairs, at least sixty (60)days prior
        to the proposed effective date of such liquidation, dissolution, winding-up
        or other distribution; or

	 	 	 
	 	(ii)	immediately, upon the earlier of (A)
        receipt by the Parent of notice of or (B) the 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 the Parent or to effect any other distribution of assets of the Parent
        notifying its shareholders for the purpose of winding up its affairs.

	 	 
	(b)	Such notice shall include
        a brief description of the automatic exchange of Exchangeable Non-Voting
        Shares for Parent Common Shares provided for in Section 4.12(c) and the
        ability of a Shareholder not to participate in such automatic exchange.

	 	 
	(c)	In order that the Shareholders
        will be able to participate on a pro rata basis with the holders
        of Parent Common Shares in the distribution of assets of the Parent in
        connection with a Liquidation Event, on the fifth Business Day prior to
        the effective date of a Liquidation Event (the “Liquidation Event
        Effective Date”) all of the then outstanding Exchangeable Non-Voting
        Shares shall be automatically exchanged for Parent Common Shares in the
        absence of an affirmative written election from a Shareholder not to participate
        in the automatic exchange received by the Parent before the fifth Business
        Day before the Liquidation Event Effective Date. To effect such automatic
        exchange the Parent shall purchase each Exchangeable Non-Voting Share
        outstanding on the fifth Business Day prior to the Liquidation Event Effective
        Date and held by Shareholders, and each Shareholder shall sell the Exchangeable
        Non-Voting Shares held by it at such time, for a purchase price per share
        equal to (a) the Current Market Price of one (1) Parent Common Share on
        the fifth Business Day prior to the Liquidation Event Effective Date,
        which shall be satisfied in full by the Parent delivering or causing to
        be delivered to the Shareholder one Parent Common Share, plus (b) an additional
        amount equivalent to the full amount of all dividends declared and unpaid
        on each such Exchangeable Non-Voting Share and all dividends declared
        on Parent Common Shares which have not been declared on such Exchangeable
        Non-Voting Shares in accordance with section 27.3 of the Exchangeable
        Share Provisions (provided that if the record date for any such declared
        and unpaid dividends occurs on or after the day of closing of such purchase
        and sale the purchase price shall not include such additional amount equivalent
        to such declared and unpaid dividends). In connection with such automatic
        exchange, the Parent will provide to the Shareholders an Officer's Certificate
        setting forth the calculation of the purchase price for each Exchangeable
        Non-Voting Share, together with a notice of the anticipated Liquidation
        Event Effective Date.

	 	 
	(d)	On the fifth Business Day
        prior to the Liquidation Event Effective Date, the closing of the transaction
        of purchase and sale contemplated by the automatic exchange of Exchangeable
        Non-Voting Shares for Parent Common Shares shall be deemed to have occurred,
        and each Shareholder shall be deemed to have transferred to the Parent
        all of the Shareholder's right, title and interest in and to its Exchangeable
        Non-Voting Shares and shall cease to be a Shareholder of such Exchangeable
        Non-Voting Shares and the Parent shall deliver or cause to be delivered
        to the Shareholder Parent Common Shares deliverable upon the automatic
        exchange of Exchangeable Non-Voting Shares for Parent Common Shares and
        shall deliver to the Shareholder a check for the balance, if any, of the
        total purchase price for such Exchangeable Non-Voting Shares.



46






	 	Concurrently with such Shareholder ceasing to be
        a Shareholder, the Shareholder shall be considered and deemed for all
        purposes to be the holder of Parent Common Shares issued to it pursuant
        to the automatic exchange of Exchangeable Non-Voting Shares for Parent
        Common Shares and the certificates held by the Shareholder previously
        representing the Exchangeable Non-Voting Shares exchanged by the Shareholder
        with the Parent pursuant to such automatic exchange shall thereafter be
        deemed to represent Parent Common Shares delivered to the Shareholder
        by the Parent pursuant to such automatic exchange prior to the surrender
        by the Shareholder of the Exchangeable Non-Voting Share certificates.
        Upon the request of a Shareholder and the surrender by the Shareholder
        of Exchangeable Non-Voting Share certificates deemed to represent Parent
        Common Shares, duly endorsed in blank and accompanied by such instruments
        of transfer as the Parent may reasonably require, the Parent shall deliver
        or cause to be delivered to the Shareholder certificates representing
        Parent Common Shares of which the Shareholder is the holder. 



4.12           Withholding
  Rights. The Parent will retain tax counsel to advise the Parent and the
  Trustee on all income tax and withholding obligations of the Parent, the Trust
  and the Trustee. The Parent and the Trustee shall be entitled to deduct and
  withhold from the consideration otherwise payable pursuant to this Agreement
  to any Shareholder such amounts as the Parent or the Trustee is required or
  permitted to deduct and withhold with respect to the making of such payment
  under the United States Internal Revenue Code of 1986 as amended
  (the “Code”), the Income Tax Act (Canada) or any provision
  of state, local, provincial or foreign tax law. To the extent that amounts are
  so withheld, such withheld amounts shall be treated for all purposes of this
  Agreement as having been paid to the Shareholder 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. To the extent that
  the amount so required or permitted to be deducted or withheld from any payment
  to a Shareholder exceeds the cash portion of the consideration otherwise payable
  to the Shareholder, the Parent or the Trustee is hereby authorized to sell or
  otherwise dispose of at fair market value such portion of the consideration
  as is necessary to provide sufficient funds to the Parent or the Trustee, as
  the case may be, in order to enable it to comply with such deduction or withholding
  requirement and shall account to the relevant Shareholder for any balance of
  such sale proceeds. 

 ARTICLE 5  

 DIVIDENDS  

 5.1           The
  holders of Exchangeable Non-Voting Shares will be entitled to participate in
  all dividends declared by the Purchaser, in accordance with the provisions of
  the Exchangeable Share Provisions and the Support Agreement. 

 5.2           The
  Trustee hereby expressly waives, for and on its own behalf and on behalf of
  all Shareholders, all rights to receive dividends of every nature as may be
  payable to it as holder of the Trust Shares, and the parties acknowledge that
  the Parent need not include the Trust Shares in its calculations for purposes
  of determining the payment of dividends, and need not pay or distribute any
  dividends (either in cash, shares or otherwise) to the Trustee as holder of
  the Trust Shares, provided however that such waiver may be rescinded by the
  Trustee upon receipt of notice from a Shareholder that the Purchaser has omitted
  to pay any dividends otherwise payable or that either the Parent or the Purchaser
  contests the right of the holders of Exchangeable Non-Voting Shares to receive
  dividends, or the right to receive dividends on the Exchangeable Non-Voting
  Shares that are otherwise in doubt whereupon the Parent will pay and the Trustee
  shall collect all dividends paid on the Trust Shares from time to time until
  the Trustee receives an Officer’s Certificate from the Purchaser certifying
  that the Purchaser is in compliance with its obligations 

47 





 to pay dividends in accordance with the Exchangeable Share
  Provisions. Any dividends received by the Trustee on the Trust Shares shall
  be paid to the Shareholders in the same manner as dividends would have been
  paid by the Purchaser to the holders of Exchangeable Non-Voting Shares. 

 5.3           For
  clarity, the Voting Rights and exchange rights granted by the Parent to the
  Shareholders hereunder do not in any manner confer any additional rights to
  the Shareholders, including, but subject to the provisions of the Support Agreement,
  any rights to receive or participate in dividends declared or paid by the Parent.


 ARTICLE 6  

 SUPPORT PROVISIONS 

 6.1           Use
  of Trust Shares in Connection with Support Agreement. Pursuant to section
  2.11 of the Support Agreement, the Trust Shares provide additional security
  for the Parent’s and the Purchaser’s obligations under the Purchase
  Agreement, the Exchangeable Share Provisions and the Support Agreement. In the
  event that the Purchaser and the Parent both default on their obligations to
  acquire the Exchangeable Non-Voting Shares pursuant to the Exchangeable Share
  Provisions, the Support Agreement, or Article 4 of this Agreement, a Shareholder
  may provide written notice to the Parent, the Purchaser and the Trustee of such
  default. If such default is not cured within ten (10) Business Days, the Shareholder
  may provide written notice to the Trustee of such failure to cure. The Trustee
  shall then use the Trust Shares to satisfy the Parent’s obligation to acquire
  the Exchangeable Non-Voting Shares as if the Parent had instructed the Trustee
  to use the Trust Shares for such purpose pursuant to section 4.5 hereof. The
  Exchangeable Non-Voting Shares acquired by the Trustee in such transaction shall
  be distributed to the Parent. In the event that the Trustee uses the Trust Shares
  to so acquire Exchangeable Non-Voting Shares, and if the Parent is obligated
  to pay any declared but unpaid dividends (or dividends declared on Parent Common
  Shares which have not been declared on such Exchangeable Non-Voting Shares in
  accordance with section 27.3 of the Exchangeable Share Provisions), the Parent
  shall remain obligated to pay such amount to the Shareholder. 

 6.2           Application
  of Trust Shares. At such time as either the Purchaser or the Parent acquires
  Exchangeable Non-Voting Shares from a Shareholder, it shall provide the Trustee
  with an Officer’s Certificate specifying (i) the former Shareholder, (ii)
  the number of Exchangeable Non-Voting Shares acquired, (iii) the form of the
  acquisition, designated by the provision of the applicable agreement (Exchangeable
  Share Provisions, Support Agreement or this Agreement) and (iv) the date of
  such acquisition. If such certification is made, the Trustee shall distribute
  to the Parent a number of Trust Shares equal to the number of Exchangeable Non-Voting
  Shares so acquired by the Parent (or, if so requested by the Parent, distributed
  such Parent Common Shares to the former Shareholder on behalf of the Parent).


 ARTICLE 7  

 CONCERNING THE TRUSTEE 

 7.1          Powers
  and Duties of the Trustee. The rights, powers and authorities of the Trustee
  under this Agreement, in its capacity as trustee of the Trust, shall include:


	(a)	receiving and depositing the Trust Shares
        from the Parent as trustee for and on behalf of the Shareholders in accordance
        with the provisions of this Agreement;

	 	 
	(b)	distributing materials to Shareholders as provided in this
      Agreement;


48




 



	(c)	holding title to the Trust Estate;
	 	 
	(d)	investing any moneys forming, from time to time, a part of
      the Trust Estate as provided in this Agreement; and
	 	 
	(e)	taking such other actions and doing such other things as
      are specifically provided in this Agreement.


 In the exercise of such rights, powers and authorities the
  Trustee shall have (and is granted) such incidental and additional rights, powers
  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 or appropriate to effect the purpose of the Trust. Any exercise
  of such discretionary rights, powers and authorities by the Trustee shall be
  final, conclusive and binding upon all persons. Notwithstanding anything to
  the contrary herein, the Trustee shall have no obligation to exercise any discretion
  in the performance of its obligations hereunder and shall only be required to
  act upon the express written instructions of the Parent, the Purchaser or the
  Shareholders. For greater certainty, the Trustee shall have only those duties
  as are set out specifically in this Agreement. 

 The Trustee in exercising its rights, powers, duties and authorities
  hereunder shall act honestly and in good faith and in accordance with its fiduciary
  duties to the Shareholders and shall exercise the care, diligence and skill
  that a reasonably prudent trustee would exercise in comparable circumstances.
  The Trustee shall not 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
  notice 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. 

 7.2          
  No Conflict of Interest. The Trustee represents to the Purchaser and
  the Parent 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 ninety (90) days after it becomes aware that such a 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. 

 7.3          
  Dealings with Third Parties. The Purchaser and the Parent irrevocably
  authorize the Trustee, from time to time, to: 

	(a)	consult, communicate and otherwise deal
        with any respective registrars, transfer agents, payment agents or any
        other person or entity appointed from time to time by the Parent in connection
        with any matter relating to the Exchangeable Non-Voting Shares and Parent
        Common Shares; and

	 	 
	(b)	requisition, from time to time, (i)
        from any such registrar, transfer agent payment agent or other person
        or entity, appointed from time to time by the Parent, as applicable, 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 Purchaser, the
        holder of Parent Common Shares, and any subsequent holder or agent of
        such shares, the share certificates issuable upon the exercise from time
        to time of the Insolvency Exchange Right and pursuant to the Automatic
        Exchange Rights in the manner specified in Article 4 hereof. The



49








	 	Purchaser and the Parent irrevocably authorize their
        respective payment agent, or any other authorized agent appointed from
        time to time by the Parent to comply with all such requests. 



 7.4           Books
  and Records. The Trustee shall keep available for inspection, during normal
  business hours, by the Parent and the Purchaser, at the Trustee's principal
  office in British Columbia, correct and complete books and records of account
  relating to the Trustee's actions under this Agreement, including without limitation
  all information relating to mailings and instructions to and from Shareholders.


 7.5          Income
  Tax Returns and Reports.  The Trustee will allocate and distribute all income
  and losses of the Trust to the Shareholders in each year such that the Trust
  is not in a position to pay any tax or file any tax returns. Shareholders will
  be individually and personally responsible for all income and losses incurred
  by the Trust. In this regard, the Parent will retain tax counsel on behalf of
  the Trust, and agrees to prepare and distribute to each Shareholder all necessary
  tax forms for them to complete their United States and Canadian tax returns.
  The Shareholders may obtain the advice and assistance of such experts as they
  may consider necessary or advisable. 

 7.6           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 Shareholder upon such Shareholder
  furnishing to the Trustee reasonable funding, security and indemnity against
  the costs, expenses and liabilities which may be incurred by the Trustee therein
  or thereby. 

 The Trustee shall not be required to expend any of its own
  funds or otherwise incur any financial liability in the exercise of any of its
  rights, powers, duties or authorities, but instead shall be entitled to be fully
  funded, given security and indemnity in advance as aforesaid. 

 7.7           Actions
  by Shareholders. Shareholders shall be entitled to take proceedings in any
  court of competent jurisdiction to enforce any of their rights hereunder as
  against the Purchaser and the Parent. 

 7.8           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 lists, mailing labels, notices, statutory
  declarations, certificates, opinions, 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.


 7.9           Evidence
  and Authority to Trustee. The Purchaser and the Parent 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
  the Purchaser and/or the Parent for the Trustee under this Agreement or as a
  result of any obligation imposed under this Agreement including, without limitation,
  in respect of the Insolvency Exchange Right or the Automatic Exchange Rights
  and the taking of any other action to be taken by the Trustee at the request
  of or on the application of the Purchaser and the Parent forthwith 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 7.9; or

	 	 
	(b)	the Trustee, in the exercise of its
        rights, powers, duties and authorities under this Agreement, gives the
        Purchaser and/or the Parent written notice requiring it to furnish such
        evidence in relation to any particular action or obligation specified
        in such notice.



 50





Such evidence shall consist of an Officer's Certificate of
  the Purchaser and/or the Parent, 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, the Insolvency Exchange Right or the Automatic Exchange Rights
  and, except as otherwise specifically provided herein, such evidence may consist
  of a report or opinion of any solicitor, 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 the Purchaser and/or the Parent shall
  be in the form of an Officer's Certificate or a statutory declaration. 

 Each statutory declaration, certificate, opinion, report or
  other paper or document 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: 

	(a)	declaring that he has read and understands the provisions
      of this Agreement relating to the condition in question;
	 	 
	(b)	describing the nature and scope of the examination or investigation
      upon which he based the statutory declaration, certificate, statement or
      opinion; and
	 	 
	(c)	declaring that he has made such examination or investigation
      as he believes is necessary to enable him to make the statements or give
      the opinions contained or expressed therein.


 7.10           Experts,
  Advisors 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,
        auditor, accountant, appraiser, valuer, engineer or other expert, whether
        retained by the Trustee or by the Purchaser and/or the Parent or otherwise,
        and may 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 without taxation for costs and fees;
        and

	 	 
	(b)	employ such agents and other assistants
        as it may reasonably require for the proper 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
  without taxation for costs and fees, which compensation reimbursement may be
  requested to be received in advance prior to undertaking any actions hereunder.


 7.11           Investment
  of Moneys Held by the 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 securities in which, under the
  laws of the Province of British Columbia, trustees are authorized to invest
  trust moneys, provided that such securities are stated to mature within two
  (2) years after their purchase by the Trustee, and the Trustee shall so invest
  such moneys on the written direction of the Purchaser. Pending the investment
  of any moneys as hereinbefore provided, such moneys may be deposited in the
  name of the Trustee in any 

51





 bank, loan or trust company authorized to accept deposits
  under the laws of the United States, Canada or any state or province thereof,
  at the rate of interest then current on similar deposits. 

 7.12           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.


 7.13          Trustee
  Not Bound to Act on Corporation's Request. Except as in this Agreement or
  otherwise specifically provided, the Trustee shall not be bound to act in accordance
  with any direction or request of the Purchaser and/or the Parent or 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. 

 7.14          
  Conflicting Claims. If conflicting claims or demands are made
  or asserted with respect to any interest of any Shareholder in any Exchangeable
  Non-Voting Shares, including any disagreement between the heirs, representatives,
  successors or assigns succeeding to all or any part of the interest of any Shareholder
  in any Exchangeable Non-Voting 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 claim
  or demand. In so refusing, the Trustee may elect not to exercise any Insolvency
  Exchange Right or Automatic Exchange Rights 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 Insolvency Exchange Right or Automatic Exchange Rights
        subject to such conflicting claims or demands have been adjudicated by
        a final judgment of a court of competent jurisdiction; or

	 	 
	(b)	all differences with respect to the
        Insolvency Exchange Right or Automatic Exchange Rights 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. 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 fully to indemnify it as between all conflicting
        claims or demands.



 7.15          
  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 set forth herein 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 Shareholders, subject to all the terms and conditions
  set forth herein. 

 7.16           Validity
  of Certificates. If at any time in the performance of its duties under this
  Agreement, it shall be necessary for the Trustee to receive, accept, act or
  rely upon any certificate, notice, request, waiver, consent, receipt, direction,
  affidavit or other paper, writing or document furnished to it and purporting
  to have been executed or issued by the Purchaser, the Parent or the Shareholders
  or their authorized officers or attorneys, the Trustee shall be entitled to
  rely and act upon the genuineness and authenticity of any such writing submitted
  to it. It shall not be necessary for the Trustee to ascertain whether or not
  the persons who have executed, signed or otherwise issued, authenticated or
  receipted such papers, writings or documents have authority to do so or that
  they are the same persons named therein or otherwise to pass upon any requirement
  of such papers, writing or documents that may be essential for 

52





 their validity or effectiveness or upon the truth and acceptability
  of any information contained therein which the Trustee in good faith believes
  to be genuine 

 ARTICLE 8  

 COMPENSATION 

 8.1           Fees
  and Expenses of the Trustee. The Parent, Purchaser and the Shareholders
  jointly and severally agree to pay to the Trustee reasonable compensation for
  all of the services rendered by it under this Agreement and will reimburse the
  Trustee for all reasonable expenses and disbursements, including, without limitation,
  legal fees and expenses and the reasonable compensation and disbursements of
  all other advisors, agents and assistants not regularly in its employ and 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 rights and duties under this Agreement; provided that the Parent and
  the 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 fraudulently or in bad faith
  or with gross negligence or willful misconduct. The Trustee shall be obliged
  to provide only one account or invoice to the Parent from time to time during
  this Agreement in connection with any services rendered by it under this Agreement
  on behalf of any of the parties. 

 ARTICLE 9  

 INDEMNIFICATION AND LIMITATION OF LIABILITY 

 9.1          
  Indemnification of the Trustee. The Parent, Purchaser and the Shareholders
  jointly and severally agree to indemnify and hold harmless the Trustee and each
  of its directors, officers, partners, employees and agents appointed and acting
  in accordance with this Agreement (collectively, the “Indemnified Parties”)
  against all claims, losses, damages, costs, penalties, fines and reasonable
  expenses (including reasonable expenses of the Trustee's legal counsel) which,
  without fraud, gross negligence, willful misconduct or bad faith on the part
  of such Indemnified Party, may be paid, incurred or suffered by the Indemnified
  Party by reason of 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 instructions delivered to the Trustee by the Parent or the
  Purchaser pursuant hereto. Subject to (ii), below, the Parent and the Purchaser
  shall be entitled to participate at their own expense in the defence and, if
  the Parent and the Purchaser so elect at any time after receipt of such notice,
  either of them may assume the defence of any suit brought to enforce any such
  claim. In the event the Parent and/or the Purchaser assume the defence of the
  Trustee, no settlement of any claim shall be entered into without the prior
  approval of the Trustee; and the Trustee shall have the right to re-assume the
  defence of any suit if the Parent or Purchaser fail to actively continue such
  defence so assumed. The Trustee shall have the right to employ separate counsel
  in any such suit and participate in the defence 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 the Parent or the Purchaser; or (ii)
  the named parties to any such suit include both the Trustee and the Parent;
  or (iii) the Purchaser and the Trustee shall have been advised by counsel acceptable
  to the Parent or the Purchaser that there may be one or more legal defences
  available to the Trustee which are different from or in addition to those available
  to the Parent or the Purchaser (in which case the Purchaser shall not have the
  right to assume the defence of such suit on behalf of the Trustee but shall
  be liable to pay the reasonable fees and expenses of counsel for the Trustee).


 9.2           Limitation
  of Liability. The Trustee shall not be liable for any act or omission by
  it except where such act or omission occurs as a result of the Trustee's gross
  negligence or willful misconduct. The Trustee shall not be liable for any losses
  or damages due to the acts or omissions of third parties, 

53





 including without limitation, the failure by the Parent and/or
  the Purchaser to comply with its obligations under this Agreement, as the case
  may be. Under no circumstances shall the Trustee be liable for any special,
  indirect or consequential losses or damages (including without limitation loss
  of profits and penalties) whether caused by the Trustee's negligence or that
  of its employees, agents or otherwise. 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, willful misconduct or bad faith on the part of the
  Trustee. 

 ARTICLE 10  

 CHANGE OF TRUSTEE 

 10.1           Resignation.
  The Trustee, or any trustee hereafter appointed, may at any time resign
  by giving written notice of such resignation to the Parent and the Purchaser
  specifying the date on which it desires to resign, provided that such notice
  shall never be given less than seven (7) days before such desired resignation
  date unless the Trustee, the Parent and the Purchaser otherwise agree. Upon
  receiving such notice of resignation, the Parent and the Purchaser shall promptly
  appoint a successor trustee by written instrument in duplicate, one copy of
  which shall be delivered to the resigning trustee and one copy to the successor
  trustee. The Trustee shall effect its resignation by delivering, by registered
  mail or courier to the Trust and Transfer Agent for the Parent or to the Parent’s
  registered office (at the Trustee’s election) documents and share certificates,
  together with fully executed stock powers of attorney (notwithstanding that
  the execution of such stock powers of attorney may not be in the interests of
  any of the Parent, the Purchaser, the Principals or the Shareholders) which
  are the subject of this Trust or, at the Trustee’s election, by delivering
  the documents and shares certificates which are the subject of this Trust to
  the offices of the Parent. 

 10.2           Removal.
  The Trustee, or any trustee hereafter appointed, may at any time on thirty
  (30) days' prior notice by written instrument executed by the Parent and the
  Purchaser, in duplicate, one copy of which shall be delivered to the Trustee,
  be removed. Any successor trustee to be appointed upon the removal of the Trustee
  shall be appointed in accordance with the provisions as provided under Section
  10.3 of this Agreement. 

 10.3           Successor
  Trustee. Any successor trustee appointed as provided under this Agreement
  shall execute, acknowledge and deliver to the Parent and the 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 like effect as if originally named as trustee in this
  Agreement. However, on the written request of the Parent and the 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 of the
  rights and powers of the trustee so ceasing to act. Upon the request of any
  such successor trustee, the Parent and the 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.


 10.4           Notice
  of Successor Trustee. Upon acceptance of appointment by a successor trustee
  as provided herein the Parent and the Purchaser shall cause to be mailed notice
  of the succession of such trustee hereunder to each Shareholder at the address
  of such Shareholder shown on the register of Shareholders of Exchangeable Non-Voting
  Shares. If the Parent or the Purchaser shall fail to cause such 

54





 notice to be mailed within ten (10) days after acceptance
  of appointment by the successor trustee, the successor trustee shall cause such
  notice to be mailed at the expense of the Parent and the Purchaser. 

 ARTICLE 11 

 THE PARENT SUCCESSORS 

 11.1           Certain
  Requirements in Respect of Combination, etc. The Parent shall not enter
  into 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: 

	(a)	such other person or continuing corporation
        is a corporation (herein called the “Parent Successor”) incorporated
        under the laws of any state of the United States or the laws of Canada
        or any province thereof; and

	 	 
	(b)	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 Agreement supplemental hereto
        and such other instruments (if any) as are satisfactory to the Trustee
        and in the opinion of legal counsel to the Trustee are 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 of the covenants and
        obligations of the Parent under this Agreement.



 11.2           Vesting
  of Powers in Successor. Whenever the conditions of Section 11.1 hereof have
  been duly observed and performed, the Trustee, if required by Section 11.1 hereof,
  the Parent Successor and the Purchaser shall execute and deliver the supplemental
  Agreement provided for in Article 12 and thereupon the Parent Successor shall
  possess and from time to time may exercise each and every right and power of
  the Parent under this Agreement in the name of the 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 the Parent
  may be done and performed with like force and effect by the directors or officers
  of such the Parent Successor. 

 11.3           Wholly-Owned
  Subsidiaries. Nothing herein shall be construed as preventing the amalgamation,
  merger or sale of any wholly-owned subsidiary of the Parent with or into the
  Parent, the winding-up or merger of any wholly-owned subsidiary of the Parent
  with or into the Parent, or the winding-up, liquidation or dissolution of any
  wholly-owned subsidiary of the Parent, and nothing herein shall prohibit the
  Parent in any manner whatsoever from selling, transferring or otherwise disposing
  of any and all of the assets of the Parent including, without limitation, any
  and all of the assets of such subsidiary provided that all of the assets of
  such subsidiary are transferred to the Parent or another wholly-owned subsidiary
  of the Parent. 

 ARTICLE 12 

 AMENDMENTS AND SUPPLEMENTAL TRUST AGREEMENTS 

55





 12.1           Amendments,
  Modifications, etc. This Agreement may not be amended or modified except
  by an agreement in writing executed by the Purchaser, the Parent and the Shareholders
  in accordance with section 27.10 of the Exchangeable Share Provisions. 

 12.2           Meeting
  to Consider Amendments. The Purchaser, at the request of the Parent shall
  call a meeting or meetings of the Shareholders 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 the Purchaser, the Exchangeable Share Provisions and all applicable laws.


 12.3           Changes
  in Capital of Parent or the Purchaser. At all times after the occurrence
  of any event effected pursuant to section 2.7 or 2.8 of the Support Agreement,
  as a result of which either Parent Common Shares or the Exchangeable Non-Voting
  Shares or both are in any way changed, this Agreement shall forthwith be 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 Common Shares
  or the Exchangeable Non-Voting Shares or both are so changed and the parties
  hereto shall execute and deliver a supplemental Agreement giving effect to and
  evidencing such necessary amendments and modifications. 

 12.4           Execution
  of Supplemental Agreements. No amendment to or modification or waiver of
  any of the provisions of this Agreement otherwise than as permitted hereunder
  shall be effective unless made in writing and signed by all of the parties hereto.
  From time to time the parties may, subject to the provisions of these presents,
  and they shall, when so directed by these presents, execute and deliver by their
  proper officers, 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 to the Parent and the covenants of and obligations assumed
        by each such Parent Successor in accordance with the provisions of Article
        11 and the successor of any successor trustee in accordance with the provisions
        of Article 10;

	 	 
	(b)	making any additions to, deletions from
        or alterations of the provisions of this Agreement or the Insolvency Exchange
        Right or the Automatic Exchange Rights which, in the opinion of the Parent
        and its counsel, will not be prejudicial to the interests of the Shareholders
        as a whole or are in the opinion of counsel to the Parent necessary or
        advisable in order to incorporate, reflect or comply with any legislation
        the provisions of which apply to the parties or this Agreement; and

	 	 
	(c)	for any other purposes not inconsistent
        with the provisions of this Agreement, including without limitation to
        make or evidence any amendment or modification to this Agreement as contemplated
        hereby, provided that, in the opinion of the Parent and its counsel, the
        rights of the Trustee and the Shareholders as a whole will not be prejudiced
        thereby.



 ARTICLE 13 

 TERMINATION 

 13.1           Term.
  The Trust created by this Agreement shall continue until the earliest to occur
  of the following events:

	(a)	no outstanding Exchangeable Non-Voting Shares are held by any Shareholder;
      or 


56




 



	(b)	each of the Purchaser and the Parent acts in writing
        to terminate the Trust and such termination is approved by the Shareholders
        of the Exchangeable Non-Voting Shares in accordance with section 27.10
        of the Exchangeable Share Provisions.



 13.2          
  Survival of Agreement. Subject to the provisions of Section 13.1(b) hereof,
  this Agreement shall survive any termination of the Trust and shall continue
  until there are no Exchangeable Non-Voting Shares outstanding held by any Shareholder;
  and for clarity, that the provisions of Articles 8 and 9 shall survive any such
  termination of the Trust or this Agreement. 

 ARTICLE 14 

 GENERAL 

 14.1           Severability.
  If any provision of this Agreement is held to be invalid, illegal or unenforceable,
  the validity, legality or enforceability of the remainder of this Agreement
  shall not in any way be affected or impaired thereby and the agreement shall
  be carried out as nearly as possible in accordance with its original terms and
  conditions. 

 14.2           Inurement.
  This Agreement shall be binding upon and endure to the benefit of the parties
  hereto and their respective successors and permitted assigns and to the benefit
  of the Shareholders. 

 14.3           Notices
  to Parties. All notices and other communications between the parties hereunder
  shall be in writing and shall be deemed to have been given if delivered personally
  or by confirmed facsimile to the parties at the following addresses (or at such
  other address for such party as shall be specified in like notice):

if to the Parent or the Purchaser:
   6128 Glendalough Place 

    Vancouver, British Columbia 

    Canada V6N 1S6 

   if to the Trustee at: 

   CD Farber Law Corp. 

    2602 – 1111 Beach Ave 

    Vancouver, British Columbia V6E 1T9 

   Attention: Mr. Christopher D. Farber

    Fax (604) 608-4223 


 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 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.


 14.4           Notice
  of Shareholders. Any and all notices to be given and any documents to be
  sent to any Shareholders may be given or sent to the address of such Shareholder
  shown on the register of Shareholders in any manner permitted by the by-laws
  of the Purchaser from time to time in force in 

57





 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 Shareholders. 

 14.5           Risk
  of Payments by Mail. Whenever payments are to be made or documents are to
  be sent to any Shareholder by the Trustee or by the Purchaser, or by such Shareholder
  to the Trustee or to the Parent or the Purchaser, the making of such payment
  or sending of such document sent through the mail shall be at the risk of the
  Purchaser, in the case of payments made or documents sent by the Trustee or
  the Purchaser, and the Shareholder, in the case of payments made or documents
  sent by the Shareholder. 

 14.6           Counterparts.
  This Agreement may be executed in counterparts, each of which shall be deemed
  an original, but all of which taken together shall constitute one and the same
  instrument. 

 14.7           Jurisdiction.
  This Agreement shall be construed and enforced in accordance with the laws
  of the Province of British Columbia and the laws of Canada applicable therein.


 14.8           Attornment.
  The Parent and the Purchaser each agree that any action or proceeding arising
  out of or relating to this Agreement may be instituted in the courts of the
  Province of British Columbia, each waives any objection which it may have now
  or hereafter to the venue of any such action or proceeding, irrevocably submits
  to the non-exclusive jurisdiction of the said courts in any such action or proceeding,
  agrees to be bound by any judgment of the said courts and not to seek, and hereby
  waives, any review of the merits of any such judgment by the courts of any other
  jurisdiction. 

 14.9          
  Independent Legal Advice. The Parties hereto agree and confirm that CD
  Farber Law Corp. has acted for Acquisition Media, Inc. in the preparation and
  negotiation of this Agreement. All other parties have been advised to
  seek independent advice with respect to this Agreement and the tax or other
  consequences arising from it.  

 IN WITNESS WHEREOF, the parties hereto have caused
  this Agreement to be duly executed as of the date first above written. 

 ACQUISITION MEDIA, INC.  

 /s/ Richard Wilk

  _______________________________________________________

  Richard Wilk, President and Director  

 6126421 CANADA LTD.  

 /s/ D. Bruce Horton

  _______________________________________________________

  D. Bruce Horton, President and Director  

 CD FARBER LAW CORP.  

 /s/ Christopher D. Farber

  _______________________________________________________  

   Christopher D. Farber, Director 

58





 THE SHAREHOLDERS OF THE CORPORATION:  

	/s/
      Gordon McDougall	 	/s/
      Dick Yamamoto
	Gordon McDougall	 	Dick Yamamoto
	 	 	 
	/s/
      Adrienne Stringer	 	/s/
      Christopher Stringer
	Adrienne Stringer	 	Christopher Stringer
	 	 	 
	/s/
      Rick Mari	 	/s/
      Deborah Ferguson
	Rick Mari	 	Deborah Ferguson
	 	 	 
	/s/
      Rod Bartlett	 	/s/
      Frances Smith
	Rod Bartlett	 	Frances Smith
	 	 	 
	/s/
      Greg McArthur	 	 
	Greg McArthur	 	 


59





 APPENDIX A: LIST OF EXCHANGEABLE SHARE HOLDERS

	SHAREHOLDER NAME 	 	NUMBER OF  CORPORATION SHARES HELD 
	 	NUMBER OF EXCHANGEABLE SHARES 

	 	 	 	 	 
	Rick Mari	 	200,000	 	200,000
	4329 West 3rd Avenue,	 	 	 	 
	Vancouver, B.C. V6R 1M6	 	 	 	 
	 	 	 	 	 
	Christopher Stringer	 	100,000	 	100,000
	3784 Bayridge Avenue	 	 	 	 
	West Vancouver, B.C.	 	 	 	 
	V7V 3J2	 	 	 	 
	 	 	 	 	 
	Gordon McDougall	 	175,000	 	175,000
	1164 – West 7th Avenue	 	 	 	 
	Vancouver, B.C. V6H 1B4	 	 	 	 
	 	 	 	 	 
	Adrienne Stringer	 	87,500	 	87,500
	3784 Bayridge Avenue	 	 	 	 
	West Vancouver, B.C.	 	 	 	 
	V7V 3J2	 	 	 	 
	 	 	 	 	 
	Dick Yamamoto	 	87,500	 	87,500
	1263 Avenue South	 	 	 	 
	Lethbridge, Alberta	 	 	 	 
	T1J 0E7	 	 	 	 
	 	 	 	 	 
	Deborah Ferguson	 	87,500	 	87,500
	Suite 300, 1111 West Hastings Street	 	 	 	 
	Vancouver, V6E 2J3	 	 	 	 
	 	 	 	 	 
	Frances Smith	 	87,500	 	87,500
	602 – 1375 Nicola Street	 	 	 	 
	Vancouver, B.C.	 	 	 	 
	V6G 2G1	 	 	 	 
	 	 	 	 	 
	Greg McArthur	 	87,500	 	87,500
	173 Elm Avenue	 	 	 	 
	Penticton, B.C.	 	 	 	 
	V2A 3W1	 	 	 	 


60




 



	Rod Bartlett	 	87,500	 	87,500
	2818 Bellevue Avenue	 	 	 	 
	West Vancouver, B.C.	 	 	 	 
	V7V 1E8	 	 	 	 
	 	 	1,000,000	 	1,000,000




	PRINCIPALS	NUMBER OF EXCHANGEABLE SHARES	 
	 	FOR INTELLECTUAL PROPERTY	 
	 	PURCHASE	 
	 	 	 
	Christopher Stringer	2,474,225	 
	3784 Bayridge Avenue	 	 
	West Vancouver, B.C.	 	 
	V7V 3J2	 	 
	 	 	 
	Rick Mari	4,948,450	 
	4329 West 3rd Avenue,	 	 
	Vancouver, B.C. V6R 1M6	 	 
	 	 	 
	TOTAL:	7,422,675	 
	 	 	 
	TOTAL EXCHANGEABLE SHARES:	8,422,675	 


61





 SCHEDULE "C"

INTELLECTUAL PROPERTY RIGHTS AND ASSETS

  OF THE CORPORATION

  AS AT AUGUST 18, 2003

	 	CDN	 	USD
	 	$	 	$
	ASSETS TO BE ACQUIRED:	  	 	  
	 	  	 	  
	ROYAL BANK - Canadian Dollar Account	45,143	 	 32,500
	Accounts Receivable	185,083	 	 133,260
	Inventory	30,000	 	 21,600
	Rental Signs	 95,000	 	 68,400
	Officer Furniture and Fixtures	 10,000	 	 7,200
	Leasehold Improvements	 5,000	 	 3,600
	Trade Management Group - (Barter Account Balances)	 35,000	 	 25,200
	Trademark - Serial No. 75/916,386 "ActionView"	
      267,744	 	
      192,775
	 	
      672,970	 	
      484,535
	LIABILITIES TO BE ASSUMED:	  	 	  
	Accounts Payable	 91,500	 	 65,880
	Bank Loan - Royal Bank (revolving)	 50,000	 	 36,000
	Bank Loan - Royal Bank (term)	 30,000	 	 21,600
	Business Development Bank Loan	
      84,800	 	
      61,055
	 	
      256,300	 	
      184,535
	EXCESS OF ASSETS OVER LIABILITIES	
      416,670	 	300,000


NOTE:

  Canadian Dollar have been converted to US Dollars @ $1.00 Cdn Dollar = $0.72
  US Dollar

62





 SCHEDULE “D”  

 SUPPORT AGREEMENT 

 MEMORANDUM OF AGREEMENT made as of the 21st day of August,
  2003.

	BETWEEN: 	ACQUISITION MEDIA, INC., a Corporation incorporated under the
        laws of the State of Nevada, United States 

       (the “Parent”)

	 	 
	AND: 	6126421 CANADA LTD. a corporation incorporated under the laws
        of the Dominion of Canada 

       (the “Corporation”) 



WHEREAS pursuant to the Share Exchange and Share Purchase
  Agreement dated as of August 17, 2003 by and among the Parent, the shareholders
  of ActionView Advertising Systems, Inc. and the Corporation (the “Purchase
  Agreement”), the parties agreed that on the Closing Date (as such term
  is defined in the Purchase Agreement) the Parent and the Corporation would execute
  and deliver a Support Agreement substantially in the form hereof; 

 WHEREAS pursuant to the articles of incorporation of
  the Corporation, the capital of the Corporation was authorized to consist of
  (i) one class of voting common shares (the “Common Stock”) and (ii)
  Class “A” exchangeable non-voting common shares without par value
  (the “Exchangeable Non-Voting Shares”); 

 WHEREAS the Parent is the registered and beneficial
  owner of all of the issued and outstanding Common Stock of the Corporation;
  and 

 WHEREAS the parties hereto desire to establish procedures
  whereby the Parent will take certain actions and make certain payments and deliveries
  necessary to ensure that the Corporation will be able to make certain payments
  and to deliver or cause to be delivered certain shares of common stock of the
  Parent (the “Parent Common Shares”) in satisfaction of the obligations
  of the Corporation under the Share Provisions with respect to the payment and
  satisfaction of dividends, Liquidation Amounts, Retraction Prices and Redemption
  Prices, all in accordance with the 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
  agree as follows: 

63





 ARTICLE 1  

  DEFINITIONS AND 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 Share Provisions,
  unless the context requires otherwise. 

 1.2           Interpretation
  not Affected by Headings, etc. The division of this agreement into articles,
  sections and paragraphs and the insertion of headings are for convenience of
  reference only and shall not affect the construction or interpretation of this
  agreement. 

 1.3           Number,
  Gender, etc. Words importing the singular number only shall include the
  plural and vice versa. Words importing the use of any gender shall include
  all genders. 

 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 under this agreement is not a Business Day,
  such action shall be required or permitted to be taken on or by the next succeeding
  Business Day. 

 ARTICLE 2  

  COVENANTS OF THE PARENT AND THE CORPORATION 

 2.1           Funding
  the Corporation. So long as any Exchangeable Non-Voting Shares which are
  registered in the name of holders (other than the Parent or its Affiliates)
  are outstanding, the Parent will: 

	(a)	not declare or pay any dividend on the
        Parent Common Shares unless (i) the Corporation will have sufficient assets,
        funds and other property available to enable the due declaration and the
        due and punctual payment in accordance with applicable law, of an equivalent
        dividend on the Exchangeable Non-Voting Shares and (ii) the Corporation
        shall simultaneously declare or pay, as the case may be, an equivalent
        dividend on the Exchangeable Non-Voting Shares, in each case in accordance
        with the Share Provisions;

	 	 
	(b)	cause the Corporation to declare simultaneously
        with the declaration of any dividend on the Parent Common Shares an equivalent
        dividend on the Exchangeable Non-Voting Shares and, when such dividend
        is paid on the Parent Common Shares, cause the Corporation to pay simultaneously
        therewith such equivalent dividend on the Exchangeable Non-Voting Shares,
        in each case in accordance with the Share Provisions;

	 	 
	(c)	advise the Corporation sufficiently
        in advance of the declaration by the Parent of any dividend on the Parent
        Common Shares and take all such other actions as are necessary, in co-operation
        with the Corporation, to ensure that the respective declaration date,
        record date and payment date for a dividend on the Exchangeable Non-Voting
        Shares shall be the same as the record date, declaration date and payment
        date for the corresponding dividend on the Parent Common Shares;



64




 



	(d)	ensure that the record date for any
        dividend declared on the Parent Common Shares is not less than ten (10)
        Business Days after the declaration date for such dividend;

	 	 
	(e)	take all such actions and do all such
        things as are necessary to enable and permit the Corporation, in accordance
        with applicable law, to pay and otherwise perform its obligations with
        respect to the satisfaction of the Liquidation Amount in respect of each
        issued and outstanding Exchangeable Non-Voting Share upon the liquidation,
        dissolution or winding-up of the Corporation, including without limitation
        all such actions and all such things as are necessary to enable and permit
        the Corporation to cause to be delivered the Parent Common Shares to the
        holders of the Exchangeable Non-Voting Shares in accordance with the provisions
        of Article 27.5 of the Share Provisions;

	 	 
	(f)	take all such actions and do all such
        things as are necessary to enable and permit the Corporation, in accordance
        with applicable law, to pay and otherwise perform its obligations with
        respect to the satisfaction of the Retraction Price and the Redemption
        Price, including without limitation all such actions and all such things
        as are necessary to enable and permit the Corporation to cause to be delivered
        the Parent Common Shares to the holders of Exchangeable Non-Voting Shares,
        upon redemption of the Exchangeable Non-Voting Shares in accordance with
        the provisions of Article 27.6 or Article 27.7 of the Share Provisions,
        as the case may be; and

	 	 
	(g)	not exercise its vote as a shareholder
        to initiate the voluntary liquidation, dissolution or winding-up of the
        Corporation nor take any action or omit to take any action that is designed
        to result in the liquidation, dissolution or winding-up of the Corporation.



 2.2           Segregation
  of Funds. The Parent will, from time to time, as is necessary to carry out
  the terms and obligations of this agreement, cause the Corporation to deposit
  a sufficient amount of funds in a separate account and segregate a sufficient
  amount of such assets and other property as is necessary to enable the Corporation
  to pay or otherwise satisfy the applicable dividends, liquidation amount, retraction
  price or redemption price, in each case for the benefit of holders from time
  to time of the Exchangeable Non-Voting Shares, and will use such funds, and
  other property so segregated exclusively for the payment of dividends or the
  payment or other satisfaction of the liquidation amount, the retraction price
  or the redemption price, as applicable. 

 2.3           Reservation
  of the Parent Common Shares. The Parent hereby represents, warrants and
  covenants that it has irrevocably reserved for issuance and will at all times
  keep available, free from preemptive and other rights, out of its authorized
  and unissued capital stock such number of Parent Common Shares (or other shares
  or securities into which the Parent Common 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 Non-Voting Shares issued and outstanding from time to
  time and (ii) the number of Exchangeable Non-Voting Shares issuable upon the
  exercise of all rights to acquire Exchangeable Non-Voting Shares outstanding
  from time to time and (b) as are now and may hereafter be required to enable
  and permit the Corporation to meet its obligations hereunder, under the Exchange
  and Voting Agreement, under the Share Provisions and under any other security
  or commitment pursuant to which the Parent may now or hereafter be required
  to issue the Parent Common Shares. 

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 2.4           
  Notification of Certain Events. In order to assist the Parent to comply
  with its obligations hereunder, the Corporation will give the Parent notice
  of each of the following events at the time set forth below: 

	(a)	in the event of any determination by
        the board of directors of the Corporation to institute voluntary liquidation,
        dissolution or winding-up proceedings with respect to the Corporation
        or to effect any other distribution of the assets of the Corporation among
        its shareholders for the purpose of winding up its affairs, at least sixty
        (60) days prior to the proposed effective date of such liquidation, dissolution,
        winding-up or other distribution;

      

	 	 
	(b)	immediately, upon the earlier of (i)
        receipt by the Corporation of notice of, and (ii) the Corporation 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 the Corporation or to effect any other distribution of
        the assets of the Corporation among its shareholders for the purpose of
        winding up its affairs;

	 	 
	(c)	immediately, upon receipt by the Corporation
        of a Retraction Request (as defined in the Share Provisions);

	 	 
	(d)	at least one hundred and thirty-five
        (135) days prior to any accelerated automatic redemption date determined
        by the board of directors of the Corporation in accordance with the Share
        Provisions; and

	 	 
	(e)	as soon as practicable upon the issuance
        by the Corporation of any Exchangeable Non-Voting Shares or rights to
        acquire Exchangeable Non-Voting Shares.



 2.5           Delivery
  of Parent Common Shares. In furtherance of its obligations under Sections
  2.1(e) and 2.1(f) hereof, upon notice from the Corporation of any event which
  requires the Corporation to cause to be delivered the Parent Common Shares to
  any holder of Exchangeable Non-Voting Shares, the Parent shall forthwith deliver
  the requisite Parent Common Shares to or to the order of the former holder of
  the surrendered Exchangeable Non-Voting Shares, as the Corporation shall direct.
  All such Parent Common Shares shall be duly issued as fully paid and non-assessable
  and shall be free and clear of any lien, claim, encumbrance, security interest
  or adverse claim. In consideration of the delivery of each such Parent Common
  Share by the Parent, at the Parent’s request, the Corporation shall issue
  to the Parent or as the Parent shall direct, such number of Common Stock as
  is equal to the fair value of such Parent Common Shares. 

 2.6           Qualifications
  of Parent Common Shares. The Parent represents and warrants that it has
  taken all actions and done all things as are necessary under any Canadian or
  United States federal, provincial or state law or regulation or pursuant to
  the rules and regulations of any regulatory authority or the fulfillment of
  any other legal requirement (collectively, the “Applicable Laws”)
  as they exist on the date hereof and will in good faith expeditiously take all
  such actions and do all things as are necessary under the Applicable Laws as
  they may exist in the future to cause the Parent Common Shares (or other shares
  or securities in to which the 

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 Parent Common Shares may be reclassified or changed as contemplated
  by Section 2.7 hereof) to be issued and delivered pursuant to the Share Provisions,
  the Insolvency Exchange Right or the Automatic Exchange Rights (as such terms
  are defined in the Exchange and Voting Agreement). The Parent will in good faith
  expeditiously take all such actions and do all such things as are necessary
  to cause all Parent Common Shares (or other shares or securities in to which
  the Parent Common Shares may be reclassified or changed as contemplated by Section
  2.7 hereof) to be delivered pursuant to the Share Provisions, the Insolvency
  Exchange Right or the Automatic Exchange Rights (as defined in the Exchange
  and Voting Agreement) to be listed, quoted or posted for trading on all stock
  exchanges and quotation systems on which outstanding Parent Common Shares are
  listed, quoted or posted for trading at such time. 

 2.7           Economic
  Equivalence. 

	(a)	The Parent represents and
        warrants that, in the absence of the prior approval of the Corporation
        and the prior approval of the holders of the Exchangeable Non-Voting Shares
        given in accordance with section 27.10 of the Share Provisions, if it:

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

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

	 	 	 
	 	(iii)
	issues or distributes to the holders
        of all or substantially all of the outstanding Parent Common Shares (A)
        shares or securities of the Parent of any class other than the Parent
        Common Shares (other than shares convertible into or exchangeable for
        or carrying rights to acquire Parent Common Shares), (B) rights, options
        or warrants other than those referred to in Section 2.7(a)(ii) above,
        (C) evidences of indebtedness of the Parent or (D) assets of the Parent,

	 	 	 
	 	it will ensure that (i)
        the Corporation is able under the Applicable Laws to issue or distribute
        the economic equivalent on a per share basis of such rights, options,
        securities, shares, evidences of indebtedness or other assets simultaneously
        to holders of the Exchangeable Non-Voting Shares, and (ii) the Corporation
        shall issue or distribute such rights, options, securities, shares, evidences
        of indebtedness or other assets or economic equivalents simultaneously
        to holders of the Exchangeable Non-Voting Shares;



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	(b)	The Parent represents and
        warrants that, in the absence of the prior approval of the Corporation
        and the prior approval of the holders of the Exchangeable Non-Voting Shares
        given in accordance with section 10.2 of the Share Provisions, if it:

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

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

	 	 	 
	 	(iii)

          
	reclassifies or otherwise changes the
        Parent Common Shares or effect an amalgamation, merger, reorganization
        or other transaction affecting the Parent Common Shares;

	 	 
	 	it will ensure that (i)
        the Corporation is able under applicable law to simultaneously make the
        same or an economically equivalent change to, or in the rights of the
        holders of, the Exchangeable Non-Voting Shares, and (ii) the Corporation
        simultaneously does make the same or an economically equivalent change
        to, or in the rights of the holders of, the Exchangeable Non-Voting Shares;

	 	 
	(c)	The 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 twenty (20) Business Days after
        the date on which such event is declared or announced by the Parent with
        simultaneous notice thereof to be given by the Parent to the Corporation;

	 	 
	(c)
   	the board of directors of
        the Corporation shall determine, in good faith and in its sole discretion
        (with the assistance of such qualified independent financial advisors
        and/or other experts as the board may require), 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 the Parent.
        In making each such determination, the following factors shall, without
        excluding other factors determined by the board to be relevant, be considered
        by the board of directors of the Corporation:

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

	 	 	 
	 	(ii)
	in the case of the issuance or distribution
        of any rights, options or warrants tosubscribe for or purchase Parent
        Common Shares (or securities exchangeable for or convertible into or carrying
        rights to acquire Parent Common Shares), the relationship between the
        exercise price of each such right, option or warrant and the current market
        value (as determined by the board of directors of the Corporation in the
        manner above contemplated) of a Parent Common Share;

	 	 	 
	 	(iii)	in the case of the issuance or distribution
        of any other form of property (including without limitation any shares
        or securities of the Parent of any class other than Parent Common Shares,
        any rights, options or warrants other than those referred to in Section
        2.7(d)(ii) above, any evidences of indebtedness of the Parent or any assets
        of the Parent, the relationship between the fair market value (as determined
        by the board of directors of the Corporation in the manner above contemplated)
        of such property to be issued or distributed with respect to each outstanding
        Parent Common Share and the current market value (as determined by the
        board of directors of the Corporation in the manner above contemplated)
        of a Parent Common Share;



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

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



 For purposes of the foregoing determinations, the current
  market value of any security (other than the Parent Common Shares) listed and
  traded or quoted on a securities exchange shall be the weighted average of the
  closing prices of such security during a period of twenty (20) consecutive trading
  days ending five (5) trading days before the date of determination on the principal
  securities exchange on which such securities are listed and traded or quoted;
  provided, however, that if, in the opinion of the board of directors
  of the Corporation, the public distribution or trading activity of such securities
  during such period does not create a market which reflects the fair value of
  such securities, then the current market value thereof shall be determined by
  the board of directors of the Corporation, in good faith and in its sole discretion
  (with the assistance of such reputable and qualified independent financial advisors
  and/or other experts as the board may require). For purposes of the foregoing
  determinations, the current market value of the Parent Common Shares shall be
  the closing price of the Parent Common Shares on the last Business Day prior
  to the date of the applicable exchange, conversion, distribution or other transaction,
  provided that if the consideration or adjustment to the rights
  of the Exchangeable Non-Voting Shares is based on consideration to be paid to
  holders of Parent Common Shares, then the value of the Parent Common Shares
  shall be such value. Any such determination by the board shall be conclusive
  and binding on the Parent. 

 2.8           Tender
  Offers, Etc. In the event that a merger, consolidation, tender offer, share
  exchange offer, issuer bid, takeover bid or similar transaction with respect
  to the Parent Common Shares (an “Offer”) is proposed by the Parent
  or is proposed to the Parent or its shareholders and is recommended by the board
  of directors of the Parent, or is otherwise effected or to be effected with
  the consent or approval of the board of directors of the Parent, the Parent
  will use its best efforts expeditiously and in good faith to take all such actions
  and do all such things as are necessary to enable and permit holders of Exchangeable
  Non-Voting Shares to participate in such Offer to the same extent and on an
  economically equivalent basis as the holders of Parent Common Shares, without
  discrimination. Without limiting the generality of the foregoing, the Parent
  will use commercially reasonable efforts expeditiously and in good faith to
  enable holders of Exchangeable Non-Voting Shares to participate in all such
  Offers without being required to retract Exchangeable Non-Voting Shares as against
  the Corporation (or, if so required, to ensure that any such retraction 

69





 shall be effective only upon, and shall be conditional upon,
  the closing of the Offer and only to the extent necessary to tender or deposit
  to the Offer). 

 2.9           Ownership
  of Outstanding Shares. Without the prior approval of the Corporation and
  the prior approval of the holders of the Exchangeable Non-Voting Shares given
  in accordance with section 27.10 of the Share Provisions, the Parent covenants
  and agrees in favour of the Corporation that as long as any outstanding Exchangeable
  Non-Voting Shares are owned by any person or entity other than the Parent or
  any of its Affiliates, the Parent will be and remain the direct or indirect
  beneficial owner of all issued and outstanding shares in the capital of the
  Corporation and all outstanding securities of the Corporation carrying or otherwise
  entitled to voting rights in any circumstances, in each case other than the
  Exchangeable Non-Voting Shares. 

 2.10           Voting
  of Exchangeable Non-Voting Shares Owned by The Parent. The Parent covenants
  and agrees that it will appoint and cause to be appointed proxy holders with
  respect to all Exchangeable Non-Voting Shares held by the Parent and its Affiliates
  for the sole purpose of attending each meeting of the holders of Exchangeable
  Non-Voting Shares in order to be counted as part of the quorum for each such
  meeting. The Parent further 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 Non-Voting Shares from time to time pursuant to the
  Share Provisions, the articles of the Corporation, or pursuant to the provisions
  of the CBCA (or any successor or other corporate statute by which the Corporation
  may in the future be governed) with respect to any Exchangeable Non-Voting Shares
  held by it or by its Affiliates in respect of any matter considered at any meeting
  of holders of Exchangeable Non-Voting Shares. 

 2.11           Deposit
  of Parent Common Shares to Support Obligations. In further support of its
  obligations hereunder and under the Share Provisions, the Parent shall deposit
  with the Escrow Agent under the Exchange and Voting Agreement a number of Parent
  Common Shares equal to the number of shares into which the Exchangeable Non-Voting
  Shares held by persons other than the Parent and its Affiliates are exchangeable,
  redeemable or otherwise may be acquired by either the Corporation or the Parent
  pursuant to the Purchase Agreement or Share Provisions. The initial number of
  Parent Common Shares deposited shall be equal to the number of Exchangeable
  Non-Voting Shares issued, with additional Parent Common Shares transferred to
  the Escrow Agent by the Parent or distributed back to the Parent as the number
  of Exchangeable Non-Voting Shares (and the number of Parent Common Shares required
  for a later exchange, redemption or other transaction with a holder of Exchangeable
  Non-Voting Shares other than the Parent and its Affiliates) changes over time
  under such agreements. Such Parent Common Shares shall be applied by the Escrow
  Agent as set forth in Articles 4 and 5 of the Exchange and Voting Agreement
  in the event that the Corporation and the Parent default on their obligations
  specified therein. 

 2.12           Due
  Performance. On and after the Closing Date, the Parent shall duly and timely
  perform, and shall cause the Corporation to duly and timely perform, all of
  its respective obligations provided in the Purchase Agreement, including any
  obligation that may arise upon the exercise of the Parent rights under the Share
  Provisions. 

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 ARTICLE 3 

  GENERAL 

 3.1           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 Non-Voting Shares (or securities or rights convertible into or
  exchangeable for or carrying rights to acquire Exchangeable Non-Voting Shares)
  are held by any party other than the Parent and any of its Affiliates. 

 3.2           Changes
  in Capital of the Parent and the Corporation. Notwithstanding the provisions
  of Section3.4, at all times after the occurrence of any event effected pursuant
  to Section 2.7 or 2.8 hereof, as a result of which either Parent Common Shares
  or the Exchangeable Non-Voting Shares or both are in any way changed, this agreement
  shall forthwith be amended and modified as necessary in order that it shall
  apply with full force and effect, mutatis mutandis, to all new securities
  into which the Parent Common Shares or the Exchangeable Non-Voting 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.


 3.3           Severability.
  If any provision of this agreement is held to be invalid, illegal or unenforceable,
  the validity, legality or enforceability of the remainder of this agreement
  shall not in any way be affected or impaired thereby and this agreement shall
  be carried out as nearly as possible in accordance with its original terms and
  conditions. 

 3.4           Amendments,
  Modifications, etc. This agreement may not be amended or modified except
  by an agreement in writing executed by the Corporation and the Parent and approved
  by the holders of the Exchangeable Non-Voting Shares in accordance with section
  27.10 of the Share Provisions. 

 3.5           Amendments.
  Notwithstanding the provisions of Section 3.4, 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 Non-Voting Shares, amend or modify this agreement
  for the purposes of: 

	(a)	adding to the covenants of any of the
        parties for the protection of the holders of the Exchangeable Non-Voting
        Shares;

	 	 
	(b)	making such amendments or modifications
        not inconsistent with this agreement as may be necessary with respect
        to matters or questions which, in the determination of the senior management
        of each of the Corporation and the Parent it may be expedient to make,
        provided that each such senior management shall be of the opinion that
        such amendments or modifications will not be prejudicial to the interests
        of the holders of the Exchangeable Non-Voting Shares; or

	 	 
	(c)	making such changes or corrections which,
        on the advice of counsel to the Corporation and the 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



71








	 	boards of directors of each of the Corporation and
        the Parent shall be of the opinion that such changes or corrections will
        not be prejudicial to the interests of the holders of the Exchangeable
        Non-Voting Shares. 



3.6           Meeting
  to Consider Amendments. The Corporation, at the request of the Parent, shall
  call a meeting or meetings of the holders of the Exchangeable Non-Voting Shares
  for the purpose of considering any proposed amendment or modification requiring
  approval pursuant to Section 3.4 hereof. Any such meeting or meetings shall
  be called and held in accordance with the by-laws of the Corporation, the Share
  Provisions and all applicable laws. 

 3.7           Amendments
  only in Writing. No amendments 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. 

 3.8           Inurement.
  This agreement shall be binding upon and inure to the benefit of the parties
  hereto and their respective successors and assigns. 

 3.9           Notices
  to Parties. Any notice, request or other communication to be given the Parent
  and/or the Corporation by a holder of Exchangeable Non-Voting Shares shall be
  made in accordance with the Purchase Agreement. 

 3.10          Counterparts.
  This agreement may be executed in counterparts, each of which shall be deemed
  an original, and all of which taken together shall constitute one and the same
  instrument. 

 3.11          Jurisdiction.
  This agreement shall be construed and enforced in accordance with the laws
  of the Province of British Columbia and the laws of Canada applicable therein,
  except insofar as it relates to internal governance of the Corporation, which
  is to be construed and enforced in accordance with the laws of the State of
  Nevada and the laws of the United States applicable therein. 

 3.12           Attornment.
  The Parent and the Corporation agree that any action or proceeding arising out
  of or relating to this agreement shall be instituted in the courts of British
  Columbia, and the Corporation waives any objection which it may have now or
  hereafter to the venue of any such action or proceeding, irrevocably submits
  to the non-exclusive jurisdiction of the said courts in any such action or proceeding,
  agrees to be bound by any judgment of the said courts and not to seek, and hereby
  waives, any review of the merits of any such judgment by the courts of any other
  jurisdiction. 

 IN WITNESS WHEREOF, the parties hereto have caused this agreement to
  be duly executed as of the date first above written. 

 ACQUISITION MEDIA, INC.  

 /s/ Richard Wilk

  _____________________________________________

  Richard Wilk, President and Director 



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 6126421 CANADA LTD  

 /s/ D. Bruce Horton

  _____________________________________________

  D. Bruce Horton, President and Director 

 SCHEDULE “E”  

 INTELLECTUAL PROPERTY RIGHTS SOLD BY THE PRINCIPALS 


 The Principals, Rick Mari and Christopher Stringer, hereby
  transfer, sell, convey and assign all intellectual property rights relating
  to the products of ActionView, including those intellectual property rights
  formerly held by P.E.M and including, without limiting the generality of the
  foregoing: 

	1	.	Canadian, US and worldwide rights to the tradename “ActionView”;
	2	.	Registered US rights to the phrase “ActionView: we leave
      the competition standing still”;
	3	.	Any and all rights to US patent application no. 09/906652:
      Display Sign End Controller;
	4	.	Any and all rights to US patent application no. 09/528812:
      System and Method of Cross-Selling Advertising; and
	5	.	Canadian rights corresponding to 3. and 4. above, including
      corresponding Canadian application no. 2341053.


 The Principals represent and warrant to the Company that the
  intellectual property rights conveyed encompass all intellectual property rights
  necessary to ActionView Advertising Systems Inc.’s continued engagement
  and activity in its present business. 

73