<PAGE>   1
                                                                    Exhibit 10.2








                                CREDIT AGREEMENT



                           Made as of         , 2000



                                     Between


                          IMPERIAL PARKING CORPORATION
                                   as Borrower


                                       and


                       FIRST UNION REAL ESTATE EQUITY AND
                              MORTGAGE INVESTMENTS
                                    as Lender





<PAGE>   2



                                     - i -




                                TABLE OF CONTENTS



<TABLE>
<S>     <C>                                                                                              <C>
SECTION 1 - THE CREDIT....................................................................................1
         1.1      Amount..................................................................................1
         1.2      Revolving, Credit.......................................................................1
         1.4      Purpose.................................................................................1

SECTION 2 -- PAYMENTS.....................................................................................1
         2.1      Principal Repayments....................................................................1
                  (1)          Mandatory Repayments.......................................................1
                  (2)          Voluntary Prepayments......................................................2
         2.2      Interest Payments.......................................................................2
                  (1)          Interest Rate Payable......................................................2
                  (2)          Frequency of Interest Payments.............................................2
                  (3)          Interest on Overdue Principal..............................................2
                  (4)          Term of Interest Period....................................................2
                  (5)          Payment on a day which is not the last day of an Interest Period...........2
         2.3      Taxes...................................................................................3
         2.4      Increased Costs, etc....................................................................3

SECTION 3 - ADVANCES......................................................................................4
         3.1      Utilization of the Aggregate Credit.....................................................4
         3.2      Evidence of Indebtedness................................................................4

SECTION 4 - REPRESENTATIONS AND WARRANTIES................................................................4
         4.1      Representations and Warranties..........................................................4
         4.2      Survival of Representations and Warranties..............................................6

SECTION 5 - COVENANTS AND CONDITIONS......................................................................6
         5.1      Positive Covenants......................................................................6
                  (1)          Compliance with Law........................................................6
                  (2)          Insurance..................................................................6
                  (3)          Maintenance of Properties..................................................6
                  (4)          Payment of Taxes and Claims................................................6
                  (5)          Corporate Existence, etc...................................................7
                  (6)          Maintenance of Net Worth...................................................7
                  (7)          Maintenance of Consolidated Indebtedness to Net Worth Ratio................7
                  (9)          Maintenance of Leverage Ratio..............................................7
                  (10)         Maintenance of Parking Contracts...........................................7
                  (11)         Further Assurances.........................................................7
                  (12)         Financial and Business Information.........................................7
                  (13)         Officer's Certificate......................................................11
                  (14)         Inspection.................................................................11
         5.2      Negative Covenants......................................................................12
                  (1)          Transactions with Affiliates...............................................12
                  (2)          Merger, Consolidation, etc.................................................12
                  (3)          Indebtedness...............................................................12
</TABLE>

<PAGE>   3
                                     - ii -

<TABLE>
<S>     <C>                                                                                              <C>
                  (4)          Liens......................................................................12
                  (5)          Disposal of Assets Generally...............................................13
                  (6)          Change in Business.........................................................13
                  (7)          Distributions..............................................................13
                  (8)          Investments................................................................13
                  (9)          Lease-Backs................................................................13
                  (10)         Subsidiaries...............................................................13
                  (11)         Maintenance and Ownership of Subsidiaries..................................13
                  (12)         Compromise of Accounts.....................................................14

SECTION 6 - REMEDIES ON DEFAULT...........................................................................14
         6.1      Remedies................................................................................14
         6.2      Expenses and Indemnity..................................................................14
                  (1)          Payment of Expenses........................................................14
                  (2)          General Indemnity..........................................................14
         6.3      Set-Off or Compensation.................................................................14
         6.4      Remedies Cumulative.....................................................................15

SECTION 7 - APPLICATION AND MANNER OF PAYMENTS............................................................15
         7.1      Application of Payments.................................................................15
         7.2      Manner of Payments......................................................................15

SECTION 8 - SECURITY......................................................................................15
         8.1      Security................................................................................15
         8.2      Registration............................................................................15
         8.3      Further Assurances......................................................................15

SECTION 9 - CONDITIONS PRECEDENT..........................................................................16
         9.1      Conditions Precedent....................................................................16
                  (1)          Delivery of Documents......................................................16
                  (2)          Approvals..................................................................16
                  (3)          No Default.................................................................16
                  (4)          Additional Documents and Action............................................16
         9.2      Conditions Precedent to All Advances....................................................16
                  (1)          No Default.................................................................17
                  (2)          Representations Correct....................................................17
                  (3)          Notice of Advance..........................................................17
         9.3      Waiver of a Condition Precedent.........................................................17

SECTION 10 - MISCELLANEOUS PROVISIONS.....................................................................17
         10.1     Headings and Tables of Contents.........................................................17
         10.2     Generally Accepted Accounting Principles................................................17
         10.3     Severability............................................................................17
         10.4     Number and Gender; extended meanings....................................................17
         10.5     Amendment, Supplement or Waiver.........................................................17
         10.6     Governing Law...........................................................................17
         10.7     Currency................................................................................18
         10.8     Entire Agreement........................................................................18
         10.9     No Liability of Shareholders of Borrower................................................18
         10.10    Successors and Assigns..................................................................18
</TABLE>

<PAGE>   4
                                    - iii -



<TABLE>
<S>     <C>                                                                                       <C>
10.11    Assignment After Default................................................................  18
10.12    Address for Notice......................................................................  19
10.13    Time of the Essence.....................................................................  19
10.14    Further Assurances......................................................................  19
10.15    Term of Agreement.......................................................................  19
10.16    Payments on Business Day................................................................  19
10.17    Counterparts and Facsimile..............................................................  19
10.18    Date of Agreement.......................................................................  19
</TABLE>




<PAGE>   5



                                     - 1 -





                                CREDIT AGREEMENT



         This Agreement is made as of -- , 2000, between



              IMPERIAL PARKING CORPORATION, as Borrower

              (the "Borrower")



                 and



              FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS, as Lender

              (the "Lender")


RECITAL

         The Borrower has requested, and the Lender has agreed, that a line of
credit be made available to the Borrower on the terms set forth below.

FOR VALUE RECEIVED, the parties agree as follows:


                             SECTION 1 - THE CREDIT

1.1 AMOUNT. The Lender confirms, with effect from the Effective Date, the
extension of credit in the aggregate principal amount of US$8,000,000 (the
"FACILITY"), upon and subject to the terms and conditions of this Agreement.

1.2      REVOLVING CREDIT.  The Facility is a revolving, secured credit
facility.


1.3      PURPOSE.  The proceeds of Advances shall be used for working capital
purposes of the Borrower.


                              SECTION 2 - PAYMENTS

2.1      PRINCIPAL REPAYMENTS

(1) MANDATORY REPAYMENTS. Advances shall be repaid on the six month anniversary
of the Effective Date (the "MATURITY DATE"). Once all Advances have been repaid
in full together with interest thereon, the Facility shall terminate.
Notwithstanding the foregoing, so


<PAGE>   6
                                     - 2 -





long as it is not in Default hereunder, the Borrower shall be entitled on no
more than two occasions by written notice delivered to the Lender at least
30 days prior to the Maturity Date to defer the date upon which all Advances are
to be repaid hereunder by a period of three months from the then established
Maturity Date and such deferred date shall thereafter be referred to herein as
the Maturity Date.

(2) VOLUNTARY PREPAYMENTS. Subject to Section 2.2(5), the Borrower may from time
to time repay Advances outstanding under the Facility without penalty upon
providing the Lender with written notice of any such proposed repayment on the
second Business Day prior to the date of the proposed repayment. Notices shall
be given not later than 11:00 a.m. (New York time) on the date for notice.
Repayments must be made prior to 3:00 p.m. (New York time) on the date for
repayment.

2.2 INTEREST PAYMENTS.

(1) INTEREST RATE PAYABLE.  Interest shall be payable on Advances at the
LIBOR Rate plus 4.5%.

(2) FREQUENCY OF INTEREST PAYMENTS. Interest on each Advance shall be payable
based on the number of days actually elapsed and for each Interest Period shall
be payable (i) on the last day thereof, (ii) if such Interest Period is longer
than three months, every three months in arrears during such Interest Period and
(iii) when the Advance becomes due (whether at maturity, after acceleration or
otherwise).

(3) INTEREST ON OVERDUE PRINCIPAL. Any overdue principal on any Advance and any
overdue interest thereon owing by the Borrower shall bear interest payable on
demand for each day from and including the date payment thereof was due to but
excluding the date of actual payment at a rate per annum (expressed on the basis
of a 365 day year) equal to the Base Rate.

(4) TERM OF INTEREST PERIOD. No later than 11:00 a.m. (Cleveland time) three
Banking Days prior to the expiry of any Interest Period relating to an Advance,
the Borrower shall notify the Lender in writing of its election as to the term
of the immediately following Interest Period in respect of such Advance, if it
is to remain constituted as such. In the event that the Borrower has not on or
before such date given such notification, the interest calculated on such
Advance shall be calculated at the Base Rate from and including the last day of
the expiring Interest Period.

(5) PAYMENT ON A DAY WHICH IS NOT THE LAST DAY OF AN INTEREST PERIOD. If by
reason of payments made by the Borrower, whether pursuant to Section 2.1(1),
2.1(2) on acceleration pursuant to Article 6 or for any other reason, the Lender
receives payment of any LIBOR Loan other than on the last day of the Interest
Period relating thereto, the Borrower shall within five days of demand therefor
pay and indemnify the Lender for all of its reasonable costs, expenses and
charges of whatsoever nature and kind incurred by the Lender (other than lost
profits) arising from such payment being made other than on such day, including
the cost of any payment by the Lender of its borrowings in the London interbank
market or elsewhere to fund such amounts so paid to it and any loss incurred by
the Lender in reapplying the amounts so paid to it up to the expiry of such
time. For purposes hereof the Lender hereby covenants and agrees to use
reasonable efforts to minimize any such costs, expenses and charges. If the
Lender is entitled to indemnity hereunder, it shall deliver a certificate to the








<PAGE>   7
                                     - 3 -





Borrower certifying as to such costs, expenses and charges and, absent manifest
error, such certificate shall be conclusive and binding for all purposes.

2.3      TAXES.

(1) The Borrower shall bear all Taxes, however designated, imposed as a result
of the existence or operation of this Agreement, including but not limited to
any Tax which the Borrower is required to withhold or deduct from payments to
the Lender.

(2) If the Borrower is required to bear a Tax pursuant to Subsection 2.3(1), the
Borrower shall pay such Taxes and other charges and any additional amounts as
are necessary to ensure that the net amounts received by the Lender after such
payments or withholdings equal the amounts to which the Lender is otherwise
entitled under this Agreement as if such Taxes, or other charges, did not exist.

2.4      INCREASED COSTS, ETC.

(1) If after the date of this Agreement, any Canadian Requirement of Law or U.S.
Requirement of Law in respect of the Lender or this Agreement, any change in
that Canadian Requirement of Law or U.S. Requirement of Law or any change in its
interpretation or application by any Canadian Governmental Authority or U.S.
Governmental Authority, or compliance by the Lender with any Applicable
Directive in respect of the Lender or this Agreement:


         (a)      imposes, modifies or deems applicable any reserve, special
                  deposit, deposit insurance or similar requirements against
                  assets held by, or deposits in or for the account of or loans
                  by or any other acquisition of funds by, an office of the
                  Lender, or

         (b)      imposes on the  Lender or  expects  there to be  maintained
                  by the  Lender any  capital adequacy or additional capital
                  requirements,

and, in the determination of the Lender acting reasonably, increases the cost
to, or reduces the amount of principal, interest or other amount received or
receivable by the Lender under this Agreement, or its effective return in
respect of any amount received or receivable by the Lender under this Agreement,
the Lender will, acting reasonably, determine the amount of money which would
compensate the Lender for the increase in cost or reduction in income
("ADDITIONAL COMPENSATION").

(2) If the Lender determines that it is entitled to Additional Compensation in
accordance with the provisions of this Section 2.4 the Lender shall promptly
notify the Borrower and provide to the Borrower a certificate of an officer of
the Lender setting forth the amount of Additional Compensation and the basis of
its calculation, including the assumptions on which the calculation is based,
together with a copy of the relevant Canadian Requirement of Law or U.S.
Requirement of Law. The certificate will be prima facie evidence of the
Additional Compensation to which the Lender is entitled in the absence of
manifest error. The Borrower shall pay to the Lender within ten Business Days of
the giving of the notice the Additional Compensation calculated to the date of
the notice. The Lender shall be entitled to be paid Additional Compensation from
time to time to the extent that the provisions of this



<PAGE>   8
                                     - 4 -



Section 2.4 are then applicable, notwithstanding that the Lender has previously
been paid any other Additional Compensation.

(3) The Lender shall make commercially reasonable efforts to limit the incidence
of Additional Compensation, including seeking recovery for the account of the
Borrower, by appealing any assessment at the expense of the Borrower on the
Borrower's request, if the Lender, in its sole determination, would incur no
appreciable economic, legal, regulatory or other disadvantage.

                              SECTION 3 - ADVANCES

3.1 UTILIZATION OF THE AGGREGATE CREDIT. Subject to the provisions hereof, the
Borrower shall give the Lender not less than three Banking Days' notice of each
drawdown hereunder. Any such notice shall be irrevocable, shall be substantially
in the form of Appendix B (a "NOTICE OF BORROWING") and shall be received no
later than 11:00 a.m. (New York time) on the relevant day, failing which it
shall be deemed to have been received on the next following Banking Day. Each
such notice shall specify:

         (a)      the date of the requested Borrowing, which shall be a Banking
                  Day,

         (b)      the amount; and

         (c)      the duration of the Interest Period.

3.2 EVIDENCE OF INDEBTEDNESS. The indebtedness of the Borrower resulting from
Advances made by the Lender shall be evidenced by records maintained by the
Lender concerning those Advances it has made. The records maintained by the
Lender shall govern in the event of any discrepancy and such records shall
constitute, in the absence of manifest error, prima facie evidence of the
indebtedness of the Borrower to the Lender in respect of such Advances and all
details relating thereto. The failure of the Lender to correctly record any such
indebtedness shall not, however, adversely affect the obligation of the Borrower
to pay amounts due to the Lender in accordance with the Credit Documents.

                   SECTION 4 - REPRESENTATIONS AND WARRANTIES

4.1      REPRESENTATIONS  AND  WARRANTIES.  The Borrower  represents  and
warrants to the Lender as of the date hereof that:

         (a)      It is a duly incorporated and validly existing corporation and
                  has the corporate power and authority to enter into and
                  perform its obligations under the Credit Documents to which it
                  is a party, to own its Property and to conduct the business in
                  which it is currently engaged.

         (b)      It holds all Permits required to enter into and perform its
                  obligations under the Credit Documents to which it is a party,
                  to own its Property and to conduct the business in which it is
                  currently engaged, except for Permits the absence of which
                  does not materially and adversely affect the Financial
                  Condition of the Borrower. Each such Permit is valid, in full
                  force and effect and has not been surrendered or forfeited.
                  There are no proceedings in progress, pending or threatened,
                  which may result in the revocation, suspension or material and
                  adverse modification of any such Permit.




<PAGE>   9
                                     - 5 -


         (c)      The entering into and the performance by it of this Agreement
                  (i) are within its powers and have been duly authorized by all
                  necessary corporate action on its part, and (ii) do not
                  violate or breach its Constating Documents, any Requirement of
                  Law or any Contract to which it is a party, except to the
                  extent that any violation or breach would not, in the
                  aggregate, have a material and adverse effect on the Financial
                  Condition of the Borrower, or its ability to perform its
                  obligations under this Agreement or to the extent that any
                  necessary consent to the entering into and performance of this
                  Agreement has been obtained. (d) Neither its Constating
                  Documents nor any shareholder agreement or unanimous
                  shareholders agreement to which it is a party, if any,
                  contains restrictions on or affects the power of its directors
                  to borrow money upon its credit, or to manage its business and
                  affairs, which are not being complied with.

         (e)      As of the date of this Agreement, there are no litigation,
                  arbitration or administrative proceedings outstanding and, to
                  its knowledge after having made all due inquiry, there are no
                  proceedings or investigations pending or threatened, against
                  it or its Property which could materially and adversely affect
                  its Financial Condition, or its ability to perform its
                  obligations under the Credit Documents to which it is a party,
                  except as disclosed on Schedule 4.1(e).

         (f)      No Event of Default or Pending Event of Default which has not
                  been waived has occurred and is continuing.

         (g)      It is not in violation of any term of its Constating
                  Documents. To the best of its knowledge, it is not in
                  violation of or default under any Permit, Contract or
                  Requirement of Law (including employment standards and labour
                  codes of all applicable Governmental Authorities), the
                  violation of or default under which would materially and
                  adversely affect its ability to own its Property and conduct
                  its business. Its execution, delivery and performance of this
                  Agreement will not result in any such violation or default.

         (h)      The Lender has been provided with its most recent audited
                  annual and unaudited quarterly financial statements. Such
                  statements are complete and fairly present its financial
                  position as of the dates referred to therein, and have been
                  prepared in accordance with Generally Accepted Accounting
                  Principles except notes to the statements and audit
                  adjustments required by Generally Accepted Accounting
                  Principles are not included in the case of quarterly financial
                  statements.

         (i)      It has no liabilities (contingent or other) or other
                  obligations of the type required to be disclosed in accordance
                  with Generally Accepted Accounting Principles which are not
                  fully disclosed in the financial statements referred to in
                  Section 4.1(h), other than liabilities and obligations
                  incurred in the ordinary course of its business.



<PAGE>   10
                                     - 6 -


         (j)      No consent or authorization of, or filing with any person
                  (including any Governmental Authority) is required in
                  connection with its execution and delivery of, or performance
                  of its obligations under, or the validity or enforceability
                  against it of this Agreement.

4.2         SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties made in this Agreement shall survive the execution of this Agreement.


                      SECTION 5 - COVENANTS AND CONDITIONS

5.1         POSITIVE COVENANTS. During the term of this Agreement, the Borrower
covenants that so long as the Facility is outstanding:

(1) COMPLIANCE WITH LAW. The Borrower will and will cause each of its
Subsidiaries to comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, without limitation,
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or regulations
or failures to obtain or maintain in effect such licenses, certificates,
permits, franchises and other governmental authorizations could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

(2) INSURANCE. The Borrower will and will cause each of its Subsidiaries to
maintain, with financially sound and reputable insurers, insurance with respect
to their respective properties and businesses against such casualties and
contingencies, of such types, on such terms and in such amounts (including
deductibles, co-insurance and self-insurance, if adequate reserves are
maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated.

(3) MAINTENANCE OF PROPERTIES. The Borrower will and will cause each of its
Subsidiaries to maintain and keep, or cause to be maintained and kept, their
respective properties in good repair, working order and condition (other than
ordinary wear and tear), so that the business carried on in connection therewith
may be properly conducted at all times, provided that this Section shall not
prevent the Borrower or any Subsidiary from discontinuing the operation and the
maintenance of any of its properties if such discontinuance is desirable in the
conduct of its business and the Borrower has concluded that such discontinuance
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

(4) PAYMENT OF TAXES AND CLAIMS. The Borrower will and will cause each of its
Subsidiaries to file all tax returns required to be filed in any jurisdiction
and to pay and discharge all taxes shown to be due and payable on such returns
and all other taxes, assessments, governmental charges, or levies imposed on
them or any of their properties, assets, income or franchises, to the extent
such taxes and assessments have become due and payable and before they have
become delinquent and all claims for which sums have become due and payable that
have or might become a Lien on properties or assets of the Borrower or any
Subsidiary, provided that neither the Borrower nor any Subsidiary need pay any
such tax




<PAGE>   11
                                     - 7 -


or assessment or claims if (i) the amount, applicability or validity thereof is
contested by the Borrower or such Subsidiary on a timely basis in good faith and
in appropriate proceedings, and the Borrower or a Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Borrower
or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in
the aggregate could not reasonably be expected to have a Material Adverse
Effect.

(5) CORPORATE EXISTENCE, ETC. The Borrower will at all times preserve and keep
in full force and effect its corporate existence. The Borrower will at all times
preserve and keep in full force and effect the corporate existence of each of
its Subsidiaries (unless merged into the Borrower or a Subsidiary) and all
rights and franchises of the Borrower and its Subsidiaries unless, in the good
faith judgment of the Borrower, the termination of or failure to preserve and
keep in full force and effect such corporate existence, right or franchise could
not, individually or in the aggregate, have a Material Adverse Effect.

(6) MAINTENANCE OF NET WORTH. The Borrower will maintain, on the last day of
each fiscal year, calculated as at such day, Consolidated Net Worth of the
Borrower and its Consolidated Subsidiaries of at least an a mount equal to
$26,000,000 determined in accordance with GAAP.

(7) MAINTENANCE OF CONSOLIDATED INDEBTEDNESS TO NET WORTH RATIO. The Borrower
will maintain, as at the last day of each fiscal quarter, a ratio, calculated as
at such day, of Consolidated Indebtedness to Consolidated Net Worth of the
Borrower and its Consolidated Subsidiaries of not more than 0.80:1 for each
fiscal quarter.

(8) MAINTENANCE OF LEVERAGE RATIO. The Borrower will maintain, as at the end of
each fiscal quarter, a Leverage Ratio of not more than 5.50:1.

(9) MAINTENANCE OF PARKING CONTRACTS. The Borrower will ensure the existence on
a consolidated basis on the last day of each fiscal quarter of an aggregate of
at least 1,200 Consolidated Parking Contracts.

(10) FURTHER ASSURANCES. The Borrower will, at its cost and expense, upon
request of the Lender, duly execute and deliver or cause to be duly executed and
delivered to the Lender such further instruments and do and cause to be done
such further acts as may be necessary or proper in the reasonable opinion of the
Lender to carry out more effectually the provisions and purposes of the
Facility.

(11)     FINANCIAL AND BUSINESS INFORMATION.  The Borrower shall deliver to the
         Lender:

         (a)      Quarterly Statements -- within 60 days after the end of each
                  quarterly fiscal period in each fiscal year of the Borrower
                  (other than the last quarterly fiscal period of each such
                  fiscal year), duplicate copies of,

                  (i)      a consolidated balance sheet of the Borrower and its
                           Consolidated  Subsidiaries as at the end of such
                           quarter, and

                  (ii)     consolidated statements of income, changes in
                           shareholders' equity and cash flows of the Borrower
                           and its Consolidated Subsidiaries, for

<PAGE>   12
                                     - 8 -



                           such quarter and (in the case of the second and third
                           quarters) for the portion of the fiscal year ending
                           with such quarter,

                  setting forth in each case in comparative form the figures for
                  the corresponding periods in the previous fiscal year, all in
                  reasonable detail, prepared in accordance with GAAP applicable
                  to quarterly financial statements generally, and certified by
                  a Senior Financial Officer as fairly presenting, in all
                  material respects, the financial position of the companies
                  being reported on and their results of operations and cash
                  flows, subject to changes resulting from year-end adjustments;

         (b)      Annual  Statements-- within 120 days after the end of each
                  fiscal year of the  Borrower, duplicate copies of,

                  (i)      a   consolidated   balance   sheet  of  the  Borrower
                           and  its   Consolidated Subsidiaries, as at the end
                           of such year, and

                  (ii)     consolidated  statements  of income,  changes in
                           shareholder'  equity and cash flows of the Borrower
                           and its Consolidated Subsidiaries, for

                           such year, setting forth in each case in comparative
                           form the figures for the previous fiscal year, all in
                           reasonable detail, prepared in accordance with GAAP,
                           and accompanied

         (A)      by an opinion thereon of independent certified public
                  accountants of recognized national standing, which opinion
                  shall state that such financial statements present fairly, in
                  all material respects, the financial position of the companies
                  being reported upon and their results of operations and cash
                  flows and have been prepared in conformity with GAAP, and that
                  the examination of such accountants in connection with such
                  financial statements has been made in accordance with
                  generally accepted auditing standards, and that such audit
                  provides a reasonable basis for such opinion in the
                  circumstances, and

         (B)      a certificate of such accountants stating that they have
                  reviewed this Agreement and stating further whether, in making
                  their audit, they have become aware of any condition or event
                  that then constitutes a Default or an Event of Default, and,
                  if they are aware that any such condition or event then
                  exists, specifying the nature and period of the existence
                  thereof (it being understood that such accountants shall not
                  be liable, directly or indirectly, for any failure to obtain
                  knowledge of any Default or Event of Default unless such
                  accountants should have obtained knowledge thereof in making
                  an audit in accordance with generally accepted auditing
                  standards or did not make such an audit);


<PAGE>   13
                                     - 9 -




         (c)      Financial Projections - promptly upon their becoming available
                  and in any event 30 days prior to the end of each fiscal year
                  of the Borrower, consolidated financial projections, including
                  the balance sheet, income statement and cash flow statements
                  for each of the next 12 months of the next fiscal year
                  together with the detailed budget for such fiscal year
                  providing supplementary detailed schedules as necessary and
                  required by the Lender;

         (d)      Notice of Default or Event of Default -- promptly, and in any
                  event within five days after a Responsible Officer becoming
                  aware of the existence of any Default or Event of Default or
                  that any Person has given any notice or taken any action with
                  respect to a claimed default hereunder, a written notice
                  specifying the nature and period of existence thereof and what
                  action the Borrower is taking or proposes to take with respect
                  thereto;

         (e)      ERISA Matters -- promptly, and in any event within ten days
                  after a Responsible Officer becoming aware of any of the
                  following, a written notice setting forth the nature thereof
                  and the action, if any, that the Borrower or an ERISA
                  Affiliate proposes to take with respect thereto:

                  (i)      with respect to any Plan, any reportable event, as
                           defined in section 4043(b) of ERISA and the
                           regulations thereunder, for which notice thereof has
                           not been waived pursuant to such regulations as in
                           effect on the date hereof; or

                  (ii)     the taking by the PBGC of steps to institute, or the
                           threatening by the PBGC of the institution of,
                           proceedings under section 4042 of ERISA for the
                           termination of, or the appointment of a trustee to
                           administer, any Plan, or the receipt by the Borrower
                           or any ERISA Affiliate of a notice from a
                           Multiemployer Plan that such action has been taken by
                           the PBGC with respect to such Multiemployer Plan; or

                  (iii)    any event, transaction or condition that could result
                           in the incurrence of any liability by the Borrower or
                           any ERISA Affiliate pursuant to Title I or IV of
                           ERISA or the penalty or excise tax provisions of the
                           Code relating to employee benefit plans, or in the
                           imposition of any Lien on any of the rights,
                           properties or assets of the Borrower or any ERISA
                           Affiliate pursuant to Title I or IV of ERISA or such
                           penalty or excise tax provisions, if such liability
                           or Lien, taken together with any other such
                           liabilities or Liens then existing, could reasonably
                           be expected to have a Material Adverse Effect;

         (f)      Environmental Reporting -- promptly, and in any event within
                  10 days of each occurrence, (i) a written notice of any
                  proceeding or order before any Governmental Authority
                  requiring the Borrower or its Subsidiaries to comply with or
                  take action under any Environmental Laws where such compliance
                  or action requires expenditures in the amount of $500,000 or
                  more, the violation thereof involves the possibility of the
                  imposition of a fine or fines aggregating $500,000 or more,
                  the violation thereof involves the possibility of the
                  imposition of a fine or fines aggregating $500,000 or more or
                  the closing of any property owned or leased by the Borrower or
                  any Subsidiary for a period



<PAGE>   14
                                     - 10 -


                  in excess of 48 hours where such closure would have a Material
                  Adverse Effect; and (ii) a written notice of any Material
                  occurrence relating to environmental matters that does not
                  require notification under (i) above, together with each
                  delivery of financial statements pursuant to Section 5.1(11).
                  Such Material --- occurrences shall include occurrences where
                  any of the Borrower or its Subsidiaries (iii) receives a
                  written notice or claim to the effect that the Borrower or any
                  of its Subsidiaries is liable to any Person as a result of the
                  release or threatened release of any Hazardous Material into
                  the environment in, on, under or adjacent to any real estate
                  owned or leased by the Borrower or any Subsidiary; (iv)
                  receives any written notice that the Borrower or any of its
                  Subsidiaries is subject to investigation by any Governmental
                  Authority evaluating whether any remedial action is needed to
                  respond to the release or threatened release of any Hazardous
                  Material into the environment in, on, under or adjacent to any
                  real estate owned or leased by the Borrower or any Subsidiary;
                  (v) receives any written notice that all or any portion of the
                  properties owned or leased by the Borrower or any Subsidiary
                  is subject to an order or a security interest under or
                  pursuant to any Environmental Law; (vi) receives any written
                  notice of a condition with respect to which might reasonably
                  result in a notice of violation by Company or any Subsidiary
                  of any Environmental Law; (vii) receives any written notice of
                  the commencement of any judicial or administrative proceeding
                  alleging a violation by the Borrower or any Subsidiary of any
                  Environmental Law with respect to any property owned or leased
                  by the Borrower or any Subsidiary; or (viii) undertakes any
                  activities as a result of new or proposed changes to any
                  existing Environmental Law that could have a Material Adverse
                  Effect on the condition of Company or any of its Subsidiaries.

         (g)      Additional Reporting Requirements -- promptly provide notice
                  in writing of (i) any default, or event, condition or
                  occurrence which with notice or lapse of time, or both, would
                  constitute a default under any agreement in respect of
                  Indebtedness to which the Borrower or any of its Subsidiaries
                  is a party and under which the Borrower or any such Subsidiary
                  owes (contingently or otherwise) at least $500,000 (or the
                  equivalent amount in any other currency); (ii) from time to
                  time upon request of the Lender, evidence of the maintenance
                  of all insurance required to be maintained by Section 5.1(2),
                  including such originals or copies as the Lender may request
                  of policies, certificates of insurance, riders and
                  endorsements relating to such insurance and proof of premium
                  payments; and (iii) promptly upon the issuance thereof, copies
                  of all notices, reports, press releases, circulars, offering
                  documents and other documents filed with, or delivered to, the
                  British Columbia Securities Commission or to a similar
                  Governmental Authority in any other jurisdiction with respect
                  to the Borrower or any Subsidiary.

         (h)      Notices from Governmental Authority -- promptly, and in any
                  event within 30 days of receipt thereof, copies of any notice
                  to the Borrower or any Subsidiary from any Federal or state
                  Governmental Authority relating to any order, ruling, statute
                  or other law or regulation that could reasonably be expected
                  to have a Material Adverse Effect; and



<PAGE>   15
                                     - 11 -


         (i)      Requested Information -- with reasonable promptness, such
                  other data and information relating to the business,
                  operations, affairs, financial condition, assets or properties
                  of the Borrower or any of its Subsidiaries or relating to the
                  ability of the Borrower to perform its obligations hereunder
                  as from time to time may be reasonably requested by the
                  Lender.

(12)     OFFICER'S CERTIFICATE. Each set of financial statements delivered to
the Lender pursuant to Section 5.1(11)(a) or Section 5.1(11)(b) hereof shall be
accompanied by a certificate of a Senior Financial Officer setting forth:

          (a) Covenant Compliance -- the information (including detailed
calculations) required in order to establish whether the Borrower was in
compliance with the requirements of Section 5.1(6) through Section 5.1(9)
hereof, inclusive, during the quarterly or annual period covered by the
statements then being furnished (including with respect to each such Section,
where applicable, the calculations of the maximum or minimum amount, ratio or
percentage, as the case may be, permissible under the terms of such Sections,
and the calculation of the amount, ratio or percentage then in existence); and

          (b) Event of Default -- a statement that such officer has reviewed the
relevant terms hereof and has made, or caused to be made, under his or her
supervision, a review of the transactions and conditions of the Borrower and its
Subsidiaries from the beginning of the quarterly or annual period covered by the
statements then being furnished to the date of the certificate and that such
review shall not have disclosed the existence during such period of any
condition or event that constitutes a Default or an Event of Default or, if any
such condition or event existed or exists (including, without limitation, any
such event or condition resulting from the failure of the Borrower or any
Subsidiary to comply with any Environmental Law), specifying the nature and
period of existence thereof and what action the Borrower shall have taken or
proposes to take with respect thereto.

(13)     INSPECTION.  The Borrower shall permit the representatives of the
Lender:

         (a)      No Default-- if no Default or Event of Default then exists, at
                  the expense of the Lender and upon reasonable prior notice to
                  the Borrower, to visit the principal executive office of the
                  Borrower, to discuss the affairs, finances and accounts of the
                  Borrower and its Subsidiaries with the Borrower's officers,
                  and with the consent of the Borrower, which consent will not
                  be unreasonably withheld) its independent public accountants,
                  and (with the consent of the Borrower, which consent will not
                  be unreasonably withheld) to visit the other offices and
                  properties of the Borrower and each Subsidiary, all at such
                  reasonable times and as often as may be reasonably requested
                  in writing; and

         (b)      Default-- if a Default or Event of Default then exits, at the
                  expense of the Borrower to visit and inspect any of the
                  offices or properties of the Borrower or any Subsidiary, to
                  examine all their respective books of account, records,
                  reports and other papers, to make copies and extracts
                  therefrom, and to discuss their respective affairs, finances
                  and accounts with their respective officers and independent
                  public accountants (and by this provision the Borrower
                  authorizes said accountants to discuss the affairs, finances
                  and accounts of the Borrower and its Subsidiaries), all at
                  such times and as often as may be requested.



<PAGE>   16
                                     - 12 -


5.2      NEGATIVE  COVENANTS.  The Borrower  covenants that, without the consent
of the Lender, so long as the Facility remains outstanding:

(1) TRANSACTIONS WITH AFFILIATES. The Borrower will not and will not permit any
Subsidiary to enter into directly or indirectly any transaction or Material
group of related transactions (including without limitation the purchase, lease,
sale or exchange of properties of any kind or the rendering of any service) with
any Affiliate (other than the Borrower or another Subsidiary), except in the
ordinary course and pursuant to the reasonable requirements of the Borrower's or
such Subsidiary's business and upon fair and reasonable terms no less favorable
to the Borrower or such Subsidiary than would be obtainable in a comparable
arm's-length transaction with a Person not an Affiliate.

(2) MERGER, CONSOLIDATION, ETC. The Borrower shall not consolidate with or merge
with any other corporation or convey, transfer or lease substantially all of its
assets in a single transaction or series of transactions to any Person unless:

         (a)      the successor formed by such consolidation or the survivor of
                  such merger or the Person that acquires by conveyance,
                  transfer or lease substantially all of the assets of the
                  Borrower as an entirety, as the case may be, shall be a
                  solvent corporation organized and existing under the laws of
                  Canada, the United States or any Province or State thereof
                  (including the District of Columbia), and, if the Borrower is
                  not such corporation, (i) such corporation shall have executed
                  and delivered to the Lender its assumption of the due and
                  punctual performance and observance of each covenant and
                  condition of this Agreement and (ii) shall have caused to be
                  delivered to the Lender an opinion of nationally recognized
                  independent counsel, or other independent counsel reasonably
                  satisfactory to the Lender, to the effect that all agreements
                  or instruments effecting such assumption are enforceable in
                  accordance with their terms and comply with the terms hereof;

         (b)      immediately after giving effect to such transaction, no
                  Default or Event of Default shall have occurred and be
                  continuing. No such conveyance, transfer or lease of
                  substantially all of the assets of the Borrower shall have the
                  effect of releasing the Borrower or any successor corporation
                  that shall theretofore have become such in the manner
                  prescribed in this Section 5.2(2) from its liability under
                  this Agreement.

(3) INDEBTEDNESS. The Borrower shall not create, incur, assume or suffer to
exist or permit any of its Subsidiaries to create, incur, assume or suffer to
exist any Indebtedness other than (i) Indebtedness to the Lender hereunder; (ii)
the Permitted Senior Indebtedness; (iii) Indebtedness incurred in respect of a
Purchase Money Mortgage up to an aggregate outstanding amount, at any time, of
$1,000,000 (or the equivalent amount in any other currency); and (iv)
Indebtedness incurred with respect to performance bonds posted in the ordinary
course of business.

(4) LIENS. The Borrower shall not create, incur, assume or suffer to exist, or
permit any of its Subsidiaries to create, incur, assume or suffer to exist, any
Liens on any of their respective assets, other than Permitted Liens.



<PAGE>   17
                                     - 13 -


(5) DISPOSAL OF ASSETS GENERALLY. The Borrower shall not sell, exchange, lease,
release or abandon or otherwise dispose of, or permit any of its Subsidiaries to
sell, exchange, lease, release or abandon or otherwise dispose of any assets to
any Person other than (i) any bona fide sales, exchanges, leases, abandonments
or other dispositions in the ordinary course of business, for the purpose of
carrying on the business of the Borrower; (ii) property or assets which have no
material economic value in the business of the Borrower or are obsolete; and
(iii) assets having a fair market value of not greater than $100,000 in the
aggregate in any fiscal year.

(6) CHANGE IN BUSINESS. The Borrower shall not, and shall not permit any of its
Subsidiaries to engage in any line of business other than the businesses engaged
in by the Borrower and its Subsidiaries as of the date hereof and business
reasonably related thereto.

(7) DISTRIBUTIONS. The Borrower shall not declare, make or pay, or permit any of
its Subsidiaries to declare, make or pay, any Distributions, except (i)
directors' fee in an aggregate amount not to exceed $30,000 per director
annually, (ii) performance bonuses paid by the Borrower or any of its
Subsidiaries in the ordinary course of business as part of remuneration for
services rendered at fair market value; (iii) Distributions by a Guarantor to
the Borrower or by the Borrower to a Guarantor; (iv) payments made under
management or employment agreements entered into by the Borrower or any of its
Subsidiaries with senior employees in the ordinary course of business; (v) loans
made to employees; and (vi) payments on the Permitted Senior Indebtedness.

(8) INVESTMENTS. The Borrower shall not make any loans, incur any obligations
(contingent or otherwise), or make any investments in any Person or permit any
of its Subsidiaries to do the same, except for (i) foreign currency hedges,
interest rate swaps or similar interest rate and currency hedging obligations or
agreements; (ii) indebtedness and obligations incurred in the ordinary course of
business; (iii) Permitted Marketable Securities; or (iv) inter-company loans to
or investments in Subsidiaries.

(9) LEASE-BACKS. The Borrower shall not enter into or permit any of its
Subsidiaries to enter into any arrangements, directly or indirectly, with any
Person, whereby the Borrower or such Subsidiary, as the case may be, shall sell
or transfer any property, whether now owned or hereafter acquired, used or
useful in the business, in connection with the rental or lease of the property
so sold or transferred or of other property for substantially the same purpose
or purposes as the property so sold or transferred.

 (10) SUBSIDIARIES. (i) The Borrower shall not incorporate or acquire, after the
date hereof, any Subsidiaries or commence to carry on business, otherwise than
through the Borrower and its Subsidiaries existing as of the date hereof, except
for the incorporation or acquisition of Subsidiaries in North America or such
other jurisdictions as the Lender may agree to, acting reasonably, where in each
case, such Subsidiary has executed and delivered a guarantee of all of the
obligations of the Borrower under this Agreement and accompanied by opinions
satisfactory to the Lender, in each case, acting reasonably, prior to or
contemporaneously with such Subsidiary having net asset values or revenues, in
either case, greater than $50,000; or (ii) permit any Subsidiary to exist after
the date hereof having net asset values or revenues, in either case, greater
than $50,000 unless such Subsidiary is a Guarantor.

(11) MAINTENANCE AND OWNERSHIP OF SUBSIDIARIES. The Borrower shall not sell or
otherwise dispose of any shares of any of its Subsidiaries or permit any of such
Subsidiaries



<PAGE>   18
                                     - 14 -



to issue, sell or otherwise dispose of the shares of any other Subsidiary,
except to the Borrower or a Guarantor.

(12) COMPROMISE OF ACCOUNTS. The Borrower shall not compromise or adjust or
permit any of its Subsidiaries to compromise or adjust any material accounts
receivable of the Borrower or such Subsidiary (or extend the time for payment
thereof) or grant any discounts, allowances or credits thereon, in each case
other than in the ordinary course of business.


                         SECTION 6 - REMEDIES ON DEFAULT

6.1 REMEDIES. If an Event of Default has occurred, all of the Obligations shall
automatically become immediately due and payable and the Lender may take such
action or proceedings as it in its sole discretion deems expedient to enforce
the same (including by realizing upon the Security), all without any additional
notice, presentment, demand, protest or other formality, all of which are hereby
expressly waived by the Borrower.

6.2 EXPENSES AND INDEMNITY.

(1) PAYMENT OF EXPENSES. The Borrower shall pay on demand all reasonable costs
and expenses incurred by the Lender including the reasonable fees and expenses
of counsel for the Lender (all on a solicitor and own client basis) incurred in
connection with (i) the preparation, execution, delivery or enforcement of this
Agreement, and (ii) advice to the Lender as to its rights and responsibilities
in connection with this Agreement or any Pending Event of Default or Event of
Default.

(2) GENERAL INDEMNITY. The Borrower shall indemnify the Lender against any loss
or expense which the Lender may sustain or incur as a consequence of (i) any
representation or warranty made herein by the Borrower which was incorrect at
the time it was made or deemed to have been made, (ii) a default by the Borrower
in the payment of any sum due from it, including all sums (whether in respect of
principal, interest or any other amount) paid or payable to lenders of funds
borrowed by the Lender in order to fund the amount of any such unpaid amount to
the extent the Lender is not reimbursed pursuant to any other provisions of this
Agreement, and (iii) any other default by the Borrower hereunder. A certificate
of the Lender as to the amount of any such loss or expense shall be prima facie
evidence as to the amount thereof, in the absence of manifest error. The
agreements in this Section shall survive the termination of this Agreement and
repayment of the Obligations for borrowed money.

6.3 SET-OFF OR COMPENSATION. In addition to and not in limitation of any rights
now or hereafter granted under applicable law, upon any failure of the Borrower
to pay any amount on account of the Obligations when due, the Lender may at any
time and from time to time without notice to the Borrower or any other person,
any notice being expressly waived by the Borrower, set off and compensate and
apply any and all deposits, general or special, time or demand, provisional or
final, matured or unmatured, receivables and any other indebtedness at any time
owing by the Lender to or for the credit of or the account of the Borrower,
against and on account of the Obligations, notwithstanding that any of them are
contingent or unmatured.



<PAGE>   19
                                     - 15 -


6.4 REMEDIES CUMULATIVE. The rights and remedies of the Lender under this
Agreement are cumulative and are in addition to and not in substitution for any
rights or remedies provided by law. Any single or partial exercise by the Lender
of any right or remedy for a default or breach of any term, covenant, condition
or agreement herein contained shall not be deemed to be a waiver of or to alter,
affect, or prejudice any other right or remedy or other rights or remedies to
which the Lender may be lawfully entitled for the same default or breach. Any
waiver by the Lender of the strict observance, performance or compliance with
any term, covenant, condition or agreement herein contained, and any indulgence
granted by the Lender shall be deemed not to be a waiver of any subsequent
default.


                 SECTION 7 - APPLICATION AND MANNER OF PAYMENTS

7.1 APPLICATION OF PAYMENTS. All payments made to the Lender by or on behalf of
the Borrower on account of principal and interest pursuant to this Agreement
shall be applied by the Lender as follows:

         (a)      firstly, in satisfaction of interest on Advances outstanding
                  under the Facility; and

         (b)      secondly, in satisfaction of principal amounts outstanding in
                  respect of Advances outstanding under the Facility.

7.2 MANNER OF PAYMENTS. Unless the Lender otherwise notifies the Borrower in
writing, all amounts owing by the Borrower hereunder shall be paid to the Lender
directly by way of wire transfer.

                              SECTION 8 - SECURITY

8.1 SECURITY. To secure the due payment and performance of the Obligations, the
Borrower shall deliver to the Lender, or cause the delivery to the Lender of,
each of the following agreements, documents and instruments (each in form and
substance satisfactory to the Lender) on or before the Effective Date:

         (a)      a fixed and floating charge demand debenture in the principal
                  amount of $20,000,000 (the "Debenture"); and

         (b)      guarantees of the Obligations, duly executed by each of the
                  Guarantors (the "Guarantees").

8.2 REGISTRATION. The Borrower irrevocably authorizes the Lender to register,
file or record the Security (or a financing statement, notice or other document
in respect thereof) in all offices where such registration, filing or recording
is necessary or of advantage, in the opinion of the Lender's legal counsel, to
the creation, perfection, priority, preservation or protection of the Security,
including any land registry or land titles office. Upon request from the Lender,
the Borrower shall forthwith carry out any such registration, filing or
recording.

8.3 FURTHER ASSURANCES. The Borrower shall, forthwith and from time to time on
request from the Lender, execute or cause to be executed, all such agreements,
documents and instruments (including any amendment, supplement or other
modification to, or restatement or novation of, any Debenture) and do or cause
to be done all such other matters





<PAGE>   20
                                     - 16 -


and things which in the opinion of the Lender or the Lender's legal counsel may
be necessary or of advantage to give the Lender (so far as may be possible under
any applicable law) the Liens and the priority intended to be created by the
Debenture or to facilitate realization under such Liens. It is the intention of
the parties that the Lender will, among other things, have, subject to Permitted
Liens, a first priority Lien over all property which is the subject of the
Debenture.


                        SECTION 9 - CONDITIONS PRECEDENT

9.1 CONDITIONS PRECEDENT. The obligation of the Lender under this Agreement to
make an initial Advance is subject to and conditional upon the following
conditions being fulfilled and performed to the satisfaction of, or waived by,
the Lender.

(1) DELIVERY OF DOCUMENTS. The Lender shall have received original or certified
copies of the following documents in form and substance satisfactory to the
Lender and, if applicable, duly executed and delivered by all signatories:

         (a)      this Agreement;

         (b)      certified copies of (i) all corporate proceedings of the
                  Borrower necessary to authorize the execution and delivery of
                  this Agreement, and (ii) the Constating Documents of the
                  Borrower;

         (c)      a consent of the lenders under the Senior Credit Agreement to
                  the extension of credit under the Facility;

         (d)      a consent of the lenders under the PIK Note Agreement to the
                  extension of credit under the Facility;

         (e)      the Debenture; and

         (f)      the Guarantee.

(2) APPROVALS. All notices, approvals or consents of Governmental Authorities
necessary for the entering into and performance of obligations under this
Agreement by the Borrower shall have been obtained and shall be in form and
substance satisfactory to the Lender.

(3) NO DEFAULT. No Pending Event of Default or Event of Default shall exist
which has not been waived.

(4) ADDITIONAL DOCUMENTS AND ACTION. The Lender shall have received such other
documents, and such other acts shall have been performed, as the Lender may
reasonably require.

9.2 CONDITIONS PRECEDENT TO ALL ADVANCES. The obligations of the Lender to make
any Advance, in addition to being subject to and conditional upon the conditions
set forth in Section 9.1 being satisfied, are subject to and conditional upon
each of the conditions below being satisfied on the date of a proposed Advance:



<PAGE>   21
                                     - 17 -


(1) NO DEFAULT. No Default or Event of Default or Pending Event of Default shall
exist which has not been waived.

(2) REPRESENTATIONS CORRECT. The representations and warranties contained in
Section 4.1 shall be true and correct as if made on that date (unless stated to
relate solely to an earlier date, in which case such representations and
warranties shall be true and correct as of such earlier date) and the Borrower
shall deliver a certificate of a senior officer of the Borrower, in form and
substance satisfactory to the Lender, acting reasonably, certifying the truth of
such matter.

(3) NOTICE OF ADVANCE. The Borrower shall have given any notice required under
Section 3.1 in respect of the Advance.

9.3 WAIVER OF A CONDITION PRECEDENT. The conditions stated in Sections 9.1 and
9.2 are inserted for the sole benefit of the Lender and may be waived by the
Lender in whole or in part, with or without terms or conditions, in respect of
all or any portion of the Advances, without affecting the rights of the Lender
to assert any unwaived terms and conditions, in whole or in part in respect of
any Advance.


                      SECTION 10 - MISCELLANEOUS PROVISIONS

10.1 HEADINGS AND TABLES OF CONTENTS. The headings of the Sections and the Table
of Contents are inserted for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.

10.2 GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. Each accounting term used in this
Agreement, unless otherwise defined herein, has the meaning assigned to it under
Generally Accepted Accounting Principles. Unless otherwise specified, all
financial statements to be delivered to the Lender in respect of any accounting
period are to be prepared in accordance with Generally Accepted Accounting
Principles on a basis consistently applied.

10.3 SEVERABILITY. Any provision of this Agreement which is or becomes
prohibited or unenforceable in any relevant jurisdiction shall not invalidate or
impair the remaining provisions hereof which shall be deemed severable from such
prohibited or unenforceable provision and any such prohibition or
unenforceability in any such jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Should this Agreement
fail to provide for any relevant matter, the validity, legality or
enforceability of this Agreement shall not thereby be affected.

10.4 NUMBER AND GENDER; EXTENDED MEANINGS. Unless the context otherwise
requires, words importing the singular number shall include the plural and vice
versa, words importing any gender include all genders and references to
agreements and other contractual instruments shall be deemed to include all
present or future amendments, supplements, restatements or replacements thereof
or thereto. The term "INCLUDING" shall be interpreted to mean "including without
limitation".

10.5 AMENDMENT, SUPPLEMENT OR WAIVER. No amendment, supplement or waiver of any
provision of this Agreement, nor any consent to any departure by the Borrower
therefrom, shall in any event be effective unless it is in writing, makes
express reference to the provision


<PAGE>   22
                                     - 18 -



affected thereby and is signed by the Lender, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given. No waiver or act or omission of the Lender shall extend to or
be taken in any manner whatsoever to affect any subsequent Event of Default or
breach by the Borrower of any provision of this Agreement or the rights
resulting therefrom.

10.6 GOVERNING LAW. This Agreement shall be conclusively deemed to be a contract
made under, and shall for all purposes be governed by and construed in
accordance with, the laws of the State of New York. Each party to this Agreement
hereby irrevocably and unconditionally attorns to the non-exclusive jurisdiction
of the courts of New York and all courts competent to hear appeals therefrom.

10.7 CURRENCY. All payments made hereunder shall be made in United States
Dollars. Unless the context otherwise requires, all amounts expressed in this
Agreement in terms of money shall refer to United States Dollars.

10.8 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and cancels and
supersedes any prior agreements, undertakings, declarations or representations,
written or oral in respect thereof.

10.9 NO LIABILITY OF SHAREHOLDERS OF BORROWER. No shareholder of the Borrower or
Affiliate of any shareholder, or any successor and assign of any of them, shall
be liable for the Obligations.

10.10    SUCCESSORS AND ASSIGNS.

(1) This Agreement shall be binding upon and enure to the benefit of the
Borrower and the Lender and their respective successors and assigns, except that
the Borrower shall not assign or transfer any rights or obligations with respect
to this Agreement without the prior written consent of the Lender, which may be
given in its sole discretion.

(2) The Lender may on notice to the Borrower assign and/or transfer all or part
of its rights and/or obligations in respect of the Facility under this
Agreement; provided that unless an Event of Default shall have occurred and be
continuing, the Lender shall not so assign and/or transfer all or any part of
such rights without the prior written consent of the Borrower, which consent the
Borrower shall not unreasonably withhold.

(3) Any such assignee or transferee shall be and be treated as the Lender for
all purposes of this Agreement and shall be entitled to the full benefit hereof
and shall be subject to the obligations of such assignor or transferor to the
same extent as if it were an original party in respect of the rights or
obligations assigned or transferred to it.

10.11 ASSIGNMENT AFTER DEFAULT. Notwithstanding anything to the contrary herein
contained, where an Event of Default has occurred and is continuing, nothing in
this Agreement shall limit or otherwise restrict the right of the Lender to
assign all or any part of its rights and obligations under or with respect to
this Agreement. Without limiting the generality of the foregoing, any such
assignment shall not require the consent of the Borrower.



<PAGE>   23
                                     - 19 -


10.12 ADDRESS FOR NOTICE. Notice to be given under this Agreement shall, except
as otherwise specifically provided, be in writing addressed to the party for
whom it is intended and, unless the law deems a particular notice to be received
earlier, a notice shall not be deemed received until actual receipt thereof by
the other party. The addresses of the parties hereto for the purposes hereof
shall be the addresses specified beside their respective signatures to this
Agreement, or such other mailing or telecopier addresses as each party from time
to time may notify the others as aforesaid.

10.13    TIME OF THE ESSENCE.   Time shall be of the essence in this Agreement.

10.14 FURTHER ASSURANCES. The Borrower shall, at the request of the Lender, do
all such further acts and execute and deliver all such further documents as may,
in the reasonable opinion of the Lender, be necessary or desirable in order to
fully perform and carry out the purpose and intent of this Agreement.

10.15 TERM OF AGREEMENT. Except as otherwise provided herein, this Agreement
shall remain in full force and effect until the payment and performance in full
of all of the Obligations.

10.16 PAYMENTS ON BUSINESS DAY. Whenever any payment or performance under this
Agreement would otherwise be due on a day other than a Business Day, such
payment shall be made on the following Business Day.

10.17 COUNTERPARTS AND FACSIMILE. This Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall be deemed to be
an original, and such counterparts together shall constitute one and the same
agreement. For the purposes of this Section, the delivery of a facsimile copy of
an executed counterpart of this Agreement shall be deemed to be valid execution
and delivery of this Agreement, but the party delivering a facsimile copy shall
deliver an original copy of this Agreement as soon as possible after delivering
the facsimile copy.

10.18 DATE OF AGREEMENT. This Agreement may be referred to as being dated as of
the date first mentioned above notwithstanding the actual date of execution.


IN WITNESS HEREOF the parties have executed this Agreement.

Suite 300                                         IMPERIAL PARKING CORPORATION
601 West Cordova Street
Vancouver B.C.
V6B 1G1                                           By:
                                                     -------------------------
                                                       Name:
Attention:        Chief Financial Officer              Title:
Fax No.:          (604) 681-7311
                                                  By:
                                                     -------------------------
and to:                                                Name:
                                                       Title
Attention:        General Counsel
Fax No.:          (604) 681-4098



<PAGE>   24
                                     - 20 -



551 Fifth Avenue, Suite 1416                      FIRST UNION REAL ESTATE EQUITY
New York, New York   10176                        AND MORTGAGE INVESTMENTS
U.S.A.        07920-1002

Attention:    Chief Financial Officer             By:___________________________
Fax No.:      (212) 905-1102                           Name:
                                                       Title:




<PAGE>   25





                                   APPENDIX A

                                  DEFINED TERMS

         In this Agreement, unless something in the subject matter or context is
inconsistent therewith:

         "ADDITIONAL COMPENSATION" has the meaning ascribed thereto in Section
2.4.

         "ADVANCE" means an advance by the Lender in respect of the Facility in
Canadian Dollars.

         "AFFILIATE" means, at any time, and with respect to any Person, (a) any
other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person and (b) any Person beneficially owning or holding, directly or
indirectly, 10% or more of any class of voting or equity interests of the
Borrower or any Subsidiary or any corporation of which the Borrower and its
Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
10% or more of any class of voting or equity interests. As used in this
definition, "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.
Unless the context otherwise clearly requires, any reference to an "Affiliate"
is a reference to an Affiliate of the Borrower.

         "AGGREGATE CREDIT" at any time means the aggregate principal amount of
the Facility which at such time is being made available by the Lender to the
Borrower pursuant to this Agreement, being, $8,000,000.

         "AGREEMENT, HEREOF, HERETO, HEREUNDER" or similar expressions mean this
Agreement and the schedules and appendices hereto, as amended, supplemented,
restated and replaced from time to time.

         "AMERICAN TAXES" has the meaning ascribed thereto in Section 2.3.

         "APPLICABLE DIRECTIVES" in respect of any person, property, transaction
or event, means all applicable official requirements, requests, directives,
rules, consents, approvals, authorizations, guidelines, orders and policies of
any Canadian Governmental Authority or U.S. Governmental Authority having or
purporting to have authority over that person, property, transaction or event,
whether or not having the force of law.

         "BANKING DAY" means a Business Day on which dealings in foreign
currency and exchange between Lenders may be carried on in Toronto, Ontario, New
York, New York and London, England.

         "BASE RATE" for any day means the aggregate of the Federal Funds Rate
and 7.5% per annum (expressed on the basis of a 365 day year).

         "BUSINESS DAY" means any day other than a Saturday, a Sunday or a day
on which commercial banks in Toronto or New York are required or authorized to
be closed.



<PAGE>   26
                                     - 2 -


         "CANADIAN GOVERNMENTAL AUTHORITY" means any Governmental Authority of
Canada or any political subdivision thereof.

         "CANADIAN REQUIREMENT OF LAW" means any Requirement of Law of any
Canadian Governmental Authority.

         "CONSOLIDATED INDEBTEDNESS" means the aggregate of all Indebtedness for
borrowed money of the Borrower and its Consolidated Subsidiaries less (y) the
Notes and (z) such cash and Permitted Marketable Securities on the balance sheet
of the latest financial statements delivered pursuant to Section 5.1(12).

         "CONSOLIDATED NET WORTH" means at any time, with respect to any Person
and its Consolidated Subsidiaries, the aggregate of (i) the total shareholders'
equity determined as of such time in accordance with GAAP; plus (ii) the Notes;
where shareholders equity for greater certainty and without duplication includes
any shares in the capital of such Person or its Subsidiaries which are
redeemable at the option of the holder in accordance with their terms.

         "CONSOLIDATED PARKING CONTRACTS" means, at any time, with respect to
the Borrower and its Consolidated Subsidiaries, the aggregate of (i) the total
number of existing contracts and leases which are in full force and effect for
the management or operation of parking lots of parking garages; and (ii) the
number of parking lots of parking garages operated on properties owned by the
Borrower and its Consolidated

         "CONSOLIDATED SUBSIDIARY" means, at any date, in respect of any person,
a Subsidiary of such Person which is or should be consolidated with such Person
in its consolidated financial statements prepared as of such date.

         "CONSTATING DOCUMENTS" means, with respect to a corporation, its
certificate of incorporation, amalgamation or continuance or other similar
document as amended from time to time, and its by-laws.

         "CONTRACTS" means agreements, franchises, leases, easements,
servitudes, privileges and other rights acquired from persons other than
Governmental Authorities.

         "CONTROL" (including, with correlative meanings, "CONTROLLED BY" and
"UNDER COMMON CONTROL WITH") means the possession of the power, in law or in
fact, to direct or cause the direction of the management and policies of a
corporation whether through legal and beneficial ownership of a majority of
voting securities of the corporation, by agreement or otherwise.

         "CREDIT DOCUMENTS" means this Agreement and all other documents
relating thereto.

         "DEBENTURE" has the meaning ascribed thereto in Section 8.1(a).

         "DEFAULT" means an event or condition the occurrence or existence of
which would, with the lapse of time or the giving of notice or both, become an
Event of Default.

         "DISTRIBUTIONS" means (i) any dividend or other distribution on issued
shares of the Borrower or any of its Subsidiaries; (ii) the purchase, redemption
or retirement of any issued




<PAGE>   27
                                     - 3 -


shares of the Borrower or any of its Subsidiaries redeemed or purchased by the
Borrower or any such Subsidiary, as the case may be, or any payments made under
any employee stock option agreement; (iii) any consulting fee, management fee or
management bonus paid or payable to any director, officer, shareholder or
Affiliate of the Borrower or any of its Subsidiaries or any Person not dealing
at arm's length with the Borrower or any of its Subsidiaries or their respective
directors, officers, shareholders or Affiliates; or (iv) any payment on account
of any principal and interest on any loans or advances owing at any time by the
Borrower or any of its Subsidiaries to any of their respective directors,
officers, shareholders or Affiliates.

         "EFFECTIVE DATE" means the date upon which the first Advance is made
hereunder.

         "ENVIRONMENTAL LAWS" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.

         "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that is treated as a single employer together with the Borrower
under section 414 of the Code.

         "EVENT OF DEFAULT" means any of the following events shall have
occurred:

         (a)      if the Borrower fails to pay: (i) any principal payable
                  hereunder when due; (ii) any interest or fees payable
                  hereunder within three Business Days of the due date therefor;

         (b)      if any representation or warranty made by the Borrower herein
                  or in any certificate or other document delivered by any
                  director or officer of the Borrower in connection herewith
                  shall have been found to be false or incorrect in any way as
                  of its date so as to make it materially misleading;

         (c)      if the Borrower shall default in the performance of or
                  compliance with any other term, condition, or covenant
                  contained herein, or provided for herein (including, without
                  limitation, its covenant to pay all costs and expenses
                  provided for herein) and such default has not been remedied or
                  cured within 30 Business Days after receipt of notice from the
                  Lender of such default;

         (d)      if the Borrower shall not generally pay its debts as such
                  debts become due or shall admit in writing its inability to
                  pay its debts generally or shall make a general assignment for
                  the benefit of creditors or shall convey or transfer any of
                  its property with a view to delaying, defeating or hindering
                  creditors or any proceedings shall be instituted by or against
                  it seeking to adjudicate it a bankrupt or insolvent or seeking
                  liquidation, winding-up, reorganization, arrangement,
                  adjustment, protection, relief or composition of it or of its
                  debts





<PAGE>   28
                                     - 4 -


                  under any law relating to bankrupt, insolvency or
                  reorganization or relief of debtors or other similar law or
                  seeking the entry of an order for relief or the appointment of
                  a receiver, trustee, custodian or other similar official for
                  it or for any substantial part of its property (excluding
                  proceedings being contested in good faith so long as any
                  enforcement proceedings are and remain stayed and are
                  dismissed within 60 days of their commencement) or it shall
                  take corporate action to authorize any of the actions set
                  forth above in this subsection (d); or if a receiver, trustee,
                  custodian or other similar official for it or for any
                  substantial part of its property is appointed;

         (e)      if the Borrower, or any of its Subsidiaries shall fail to pay
                  to any Person when due (whether at scheduled maturity or by
                  required prepayment, acceleration, demand or otherwise) any
                  indebtedness of the Borrower or any indebtedness of a
                  Subsidiary guaranteed, directly or indirectly, by the Borrower
                  having a dollar value in excess of, in the aggregate, an
                  amount equal to 5% of the Borrower's shareholders' equity,
                  determined on a consolidated basis in accordance with
                  Generally Accepted Accounting Principles, such failure shall
                  continue after any applicable grace period and such Person has
                  declared such amount to be due and payable;

         (f)      if any judgment or order for the payment of money in an amount
                  having a dollar value in excess of, in the aggregate, an
                  amount equal to 5% of the Borrower's shareholders' equity,
                  determined on a consolidated basis in accordance with
                  Generally Accepted Accounting Principles, is rendered against
                  the Borrower which would have a material adverse effect on the
                  Borrower and its Subsidiaries taken as a whole, and in respect
                  of which any such judgment or order the appeal period shall
                  have expired and which shall remain unstayed or unsatisfied
                  for more than 30 Business Days;

         (g)      if this Agreement shall at any time after execution and
                  delivery hereof (other than in accordance with its terms or
                  with the consent of the Lender) cease to be in full force and
                  effect (unless within five Business Days of the same being
                  notified by the Lender to the Borrower, this Agreement shall
                  again have full force and effect as if the same had always had
                  full force and effect) or if this Agreement shall be declared
                  by a court or tribunal of competent jurisdiction in whole or
                  in part to be null and void, or, where applicable, the
                  validity or enforceability hereof shall be contested by the
                  Borrower or the Borrower shall deny in writing that it has any
                  or further liability or obligation hereunder;

         (h)      except as may be expressly permitted by this Agreement, if an
                  order shall be made or an effective resolution passed for the
                  winding-up, liquidation or dissolution of the Borrower;

         (i)      if an encumbrancer in pursuit of a claim having a dollar value
                  in excess of, in the aggregate, an amount equal to 5% of the
                  Borrower's shareholders equity, determined on a consolidated
                  basis in accordance with Generally Accepted Accounting
                  Principles, shall take possession (whether by appointment of a
                  custodian, receiver, receiver and manager or otherwise) of all
                  or a substantial part of the property of the Borrower, or if
                  in pursuit of a claim having a dollar value in excess of such
                  amount or which would have such a material adverse




<PAGE>   29
                                     - 5 -


                  effect, a distress or execution or any similar process be
                  levied or enforced there against and remain unsatisfied for
                  such period as would permit such property or such substantial
                  part thereof to be sold thereunder; or

         (j)      if the Borrower shall cease to carry on business or a
                  substantial part thereof in the ordinary course of business.

         "FACILITY" has the meaning ascribed thereto in Section 1.1.

         "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest rate
per annum (expressed on the basis of a 365 day year) equal for each day during
such period to the weighted average of the rates on overnight federal funds
transactions with members of the U.S. Federal Reserve System arranged by federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the immediately preceding Business Day) by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day which is a Business Day,
the average of the quotations for such day on such transactions received by the
Lender from the federal funds brokers of recognized standing selected by the
Lender.

         "FINANCIAL CONDITION" means, with respect to a person, its financial
condition, Property and business operations.

         "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" means generally
accepted accounting principles in effect from time to time in Canada, including
the accounting recommendations published in the handbook of the Canadian
Institute of Chartered Accountants.

         "GOVERNMENTAL AUTHORITY" means the government of any nation, state,
province, municipality or other political subdivision thereof, and any entity
exercising executive, legislative, regulatory or administrative functions, and
any corporation or other entity owned or controlled in any manner by any of the
foregoing.

         "GUARANTEES" has the meaning ascribed thereto in Section 8.1(b).

         "GUARANTORS" means all Subsidiaries of Borrower unless otherwise agreed
to in writing by the Lender.

         "HAZARDOUS MATERIAL" means any and all pollutants, toxic or hazardous
wastes or any other substances that might pose a hazard to health or safety, the
removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage, or filtration of which is
or shall be restricted, prohibited or penalized by any applicable law
(including, without limitation, asbestos, urea formaldehyde foam insulation and
polycholorinated biphenyls).

         "INDEBTEDNESS" with respect to any Person means, at any time, without
duplication,


         (a) its liabilities for borrowed money and its redemption obligations
in respect of mandatorily redeemable Preferred Stock;

         (b) its liabilities for the deferred purchase price of property
acquired by such Person (excluding accounts payable arising in the ordinary
course of business but including all





<PAGE>   30
                                     - 6 -


liabilities created or arising under any conditional sale or other title
retention agreement with respect to any such property);

         (c) all liabilities appearing on its balance sheet in accordance with
GAAP in respect of Capital Leases;

         (d) all liabilities for borrowed money secured by any Lien with respect
to any property owned by such Person (whether or not it has assumed or otherwise
become liable for such liabilities);

         (e) all its liabilities in respect of letters of credit or instruments
serving a similar function issued or accepted for its account by banks and other
financial institutions (whether or not representing obligations for borrowed
money);

         (f) Swaps of such Person; and

         (g) any Guaranty of such Person with respect to liabilities of a type
described in any of clauses (a) through (f) hereof.

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (e) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP.

         "INTEREST PERIOD" means, with respect to each Advance, unless the
Lender in its discretion otherwise determines:

         (i)      initially, the period commencing on the date of such Advance
                  and ending 30 to 180 days thereafter, as the Borrower may
                  elect in the applicable Notice of Borrowing; and

         (ii)     thereafter, each period commencing on the last day of the next
                  preceding Interest Period applicable to such Loan and ending
                  30 to 180 days thereafter, as the Borrower may elect pursuant
                  to the provisions hereof;

         provided that:

                  (a)      any Interest Period which would otherwise end on a
                           day which is not a Banking Day shall be extended to
                           the next succeeding Banking Day unless such Banking
                           Day falls in another calendar month, in which case
                           such Interest Period shall end on the next preceding
                           Banking Day;

                  (b)      any Interest Period which begins on the last Banking
                           Day of a calendar month (or on a day for which there
                           is no numerically corresponding day in the calendar
                           month at the end of such Interest Period) shall end
                           on the last Banking Day of a calendar month; and

                  (c)      Interest Periods shall terminate on such dates as
                           will permit the mandatory repayments of the Facility
                           on the dates and in the manner provided for herein.





<PAGE>   31
                                     - 7 -


         "LIBOR" for any Interest Period means the rate per annum (on the basis
of a 360 day year) rounded upwards if necessary to the nearest 1/16% at which
deposits in US Dollars would be offered by Deutsche Bank Canada in Toronto,
Canada to prime Lenders in the interbank Euro-currency market at approximately
12:00 p.m. (Toronto time) two Banking Days before the first day of such Interest
Period in an amount approximately equal to the principal amount of the Advance
to which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

         "LIEN" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person (including in the case of
stock, stockholder agreements, voting trust agreements and all similar
arrangements).

         "MATERIAL" means material in relation to the business, operations,
affairs, financial condition, assets, properties, or prospects of the Borrower
and its Subsidiaries taken as a whole.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of the
Borrower and its Subsidiaries taken as a whole, or (b) the ability of the
Borrower to perform its obligations under this Agreement, or (c) the validity or
enforceability of this Agreement.

         "MATURITY DATE" has the meaning ascribed thereto in Section 2.1.

         "NOTICE OF BORROWING" has the meaning ascribed thereto in Section 3.1.

         "OBLIGATIONS" means all obligations of the Borrower to the Lender under
or in connection with the Credit Documents, including all debts and liabilities,
present or future, direct or indirect, absolute or contingent, matured or not,
at any time owing by the Borrower, to the Lender in any currency or remaining
unpaid by the Borrower to the Lender in any currency under or in connection with
the Credit Documents, whether arising from dealings between the Lender and the
Borrower or from any other dealings or proceedings by which the Lender may be or
become in any manner whatever a creditor of the Borrower under or in connection
with the Credit Documents, and wherever incurred, and whether incurred by the
Borrower alone or with another or others and whether as principal or surety, and
all interest, commissions, legal and other costs, charges and expenses.

         "PENDING EVENT OF DEFAULT" means an event which would constitute an
Event of Default hereunder, alone or subject to giving of notice, passing of
time, determination of materiality or failure to cure.

         "PERMITS" means licences, authorizations, consents, registrations,
exemptions, permits and other approvals from Governmental Authorities.

         "PERMITTED LIENS" means any one or more of the following:

a. Liens for taxes, rates, assessments or governmental charges or levies not at
the time due and delinquent or the validity of which is being contested at the
time by the Borrower in



<PAGE>   32
                                     - 8 -


good faith by proper legal proceedings;

b. Liens resulting from any judgment rendered or claim filed against the
Borrower which the Borrower shall be contesting in good faith by proper legal
proceedings;

c. undetermined or inchoate Liens which have not at such time been filed or
registered pursuant to law against the Borrower or which relate to obligations
not due or delinquent;

d. Liens affecting real property which are (i) title defects or irregularities
of a minor nature; or (ii) restrictions, easements, rights-of-way, servitudes or
other similar rights in land (including, without restriction, rights-of-way and
servitudes for railways, sewers, drains, gas and oil pipelines, gas and water
mains, electric light and power and telephone or telegraph or cable television
conduits, poles, wires, cables or other incidental equipment) granted to or
reserved by other Persons; in each case where such Liens in the aggregate do not
materially impair the usefulness of the property for the purposes for which it
is held and mortgages of and other Liens against the said easements,
rights-of-way, servitudes or other similar rights in real property;

e. Liens or deposits in connection with bids, tenders, contracts or
expropriation proceedings of the Borrower or to secure workers' compensation,
unemployment insurance or other similar statutory assessments, or to secure
costs of litigation when required by law, and surety or appeal bonds in
connections with such litigation;

f. mechanic's, warehouseman's, carriers' or other similar common law liens or
privileges, where the action to enforce the same has not proceeded to final
judgment, is being defended in good faith by the Borrower and by appropriate
proceedings and in respect of which it shall have set aside on its books
reserves deemed by it to be adequate therefor;

g. any other liens or privileges or other title irregularities, encroachments or
encumbrances of a nature similar to the foregoing which are of a minor nature
and will not in the aggregate materially and adversely affect the use of the
property for the purpose for which it is held by the Borrower or any of its
Subsidiaries;

h. Liens in favour of the holders of the Permitted Senior Indebtedness;

i. Purchase Money Mortgages, securing Indebtedness, in an aggregate amount not
   to exceed $1,000,000; and

j. other Liens in an aggregate amount not to exceed $50,000.

         "PERMITTED MARKETABLE SECURITIES" means any securities held by the
Borrower or any of its Subsidiaries which are publicly traded on a recognized
stock exchange and do not represent greater than 5% of the issued and
outstanding securities of the issuing corporation and any fixed income
securities for which a public market exists.

         "PERMITTED SENIOR INDEBTEDNESS" means Indebtedness outstanding from
time to time pursuant to the Amended and Restated Credit Agreement dated as of
April 17, 1997 among the Borrower (by amalgamation with Imperial Parking
Limited), 504463 N.B. Inc., the financial institutions party thereto and BT Bank
of Canada, as agent, including all




<PAGE>   33
                                     - 9 -


Accommodations (as defined in the Amended and Restated Credit Agreement) and
interest, fees, expenses and other amounts owed pursuant thereto or contemplated
thereby, as such amounts are reduced from time to time.

         "PERSON" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

         "PIK NOTE AGREEMENT" means that certain Senior Subordinated Partial PIK
Note Purchase Agreement entered into between the Borrower and 3006302 Nova
Scotia Company on April 17, 1997.

         "PROPERTY" means, with respect to any person, all of its undertaking,
property and assets.

         "PURCHASE MONEY MORTGAGE" means any Lien charging property acquired by
the Borrower, which is or has been granted or assumed by the Borrower or which
arises by operation of law in favour of the transferor substantially
concurrently with and for the purpose of the acquisition of such property, in
each case where (i) the principal amount secured by such Lien is not in excess
of the cost to the Borrower of the property acquired; and (ii) such Lien extends
only to the property acquired.

         "REQUIREMENT OF LAW" in respect of any person, property, transaction or
event, means all present and future laws, statutes, regulations, treaties,
judgments and decrees applicable to that person, property, transaction or event
and, whether or not having the force of law, all Applicable Directives, rules,
consents, approvals, authorizations, guidelines, orders and policies of any
Governmental Authority having or purporting to have authority over that person,
property, transaction or event.

         "RESPONSIBLE OFFICER" means any Senior Financial Officer and any other
officer of the Borrower with responsibility for the administration of the
relevant portion of this agreement.

         "SECURITY" has the meaning ascribed thereto in Section 8.1.

         "SENIOR CREDIT AGREEMENT" means that certain amended and restated
credit agreement dated as of April 17, 1997 between the Borrower, 504463 N.B.
Inc. now Impark Services Limited, Hong Kong Bank Canada now HSBC Bank Canada and
BT Bank of Canada now Deutsche Bank Canada, as the same has been amended to the
date hereof and as the same may be further amended, supplemented, restated or
otherwise modified from time to time.

         "SUBSIDIARY" means, as to any Person, any corporation, association or
other business entity in which such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries owns sufficient equity or voting
interests to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person or





<PAGE>   34
                                     - 10 -


one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
"Subsidiary" is a reference to a Subsidiary of the Borrower.

         "TAXES" means all taxes, levies, imposts, stamp taxes, duties,
deductions, withholdings and similar impositions payable, levied, collected,
withheld or assessed as of the date of this Agreement or at any time in the
future, and any interest, penalties or similar amounts in respect thereof, and
"Tax" shall have a corresponding meaning.

         "U.S. GOVERNMENTAL AUTHORITY" means any Governmental Authority of the
United States of America or any political subdivision thereof.

         "U.S. REQUIREMENT OF LAW" means any Requirement of Law of any U.S.
Governmental Authority.






<PAGE>   35




                                   APPENDIX B

                    NOTICE OF UTILIZATION OF CREDIT FACILITY


TO:      FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS


         Reference is made to that certain credit agreement (the "CREDIT
AGREEMENT") made as of ****, 2000 between Imperial Parking Limited and First
Union Management, Inc. All terms used herein commencing with initial capital
letters and defined in the Credit Agreement have the meanings attributed thereto
in the Credit Agreement.

         Notice is hereby given pursuant to the provisions of Section 3.1 of the
Credit Agreement that the undersigned Borrower requests that:

         1.       an Advance be made;

         2.       the aggregate principal amount of the Advance shall be
                  $ [INSERT AMOUNT];

         3.       the Borrowing Date shall be [INSERT DATE];

         4.       the  Interest  Periods  shall be [INSERT  NUMBER OF DAYS
                  BETWEEN 30 - 180 -, SUBJECT TO MATURITY DATE];

         5.       the Lender make or cause the funds to which the undersigned
                  Borrower is entitled in light of the foregoing to be made
                  available to the Borrower as contemplated by the Credit
                  Agreement;

         6.       no Event of Default has occurred and is continuing.

         DATED this                day of

                                            Yours very truly,

                                            IMPERIAL PARKING LIMITED


                                            By: _____________________________
                                                Name:
                                                Title:

                                            By: _____________________________
                                                Name:
                                                Title:



<PAGE>   36
                                     - 12 -