EXHIBIT 10.46



                               PURCHASE AGREEMENT

                                     Between

                           Data Business Forms Limited

                                       and

                                   Ray Remenda

                                       and

                               517244 Alberta Ltd.

                                       and

                             Sundog Printing Limited






                       made effective as of March 1, 1999


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                                TABLE OF CONTENTS
                                                                        Page No.

ARTICLE 1      INTERPRETATION
      1.1         Definitions................................................2
      1.2         Headings...................................................7
      1.3         Extended Meanings..........................................7
      1.4         Currency...................................................7
      1.5         Accounting Principles......................................7
      1.6         Schedules..................................................8
      1.7         Best of Knowledge..........................................9

ARTICLE 2      DISCLOSURE
      2.1         Disclosure.................................................9

ARTICLE 3     PURCHASE AND SALE OF THE SHARES AND ASSIGNMENT OF
              SHAREHOLDERS' LOANS
      3.1         Purchase and Sale of Shares................................9
      3.2         Assignment of Shareholders' Loans.........................10

ARTICLE 4     REPRESENTATIONS AND WARRANTIES
      4.1         Vendors' Representations and Warranties...................11
      4.2         Hodgson's Representations and Warranties..................38

ARTICLE 5     PURCHASERS REPRESENTATIONS AND WARRANTIES
      5.1         Purchasers Representations................................41

ARTICLE 6     COVENANTS
      6.1         Taxes.....................................................42
      6.2         Accounts Receivable.......................................43
      6.3         Related Party Agreements..................................43
      6.4         Cooperation...............................................43
      6.5         Access to Information; Confidentiality; Public Disclosure.44
      6.6         Conduct of Business Pending Closing.......................45
      6.7         Prohibited Activities.....................................45
      6.8         Exclusivity...............................................47
      6.9         Notification of Certain Matters...........................48

ARTICLE 7     CONDITIONS
      7.1         Conditions for the Benefit of the Purchaser...............48
      7.2         Conditions for the Benefit of the Vendor, the Company and
                  408446....................................................50
      7.3         Conditions for the Benefit of the Vendor, Purchaser,
                  Company and 40844.........................................51



ARTICLE 8     INDEMNIFICATION
      8.1         General Indemnification by the Vendor.....................52

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      8.2         Limitation and Expiration.................................53
      8.3         Indemnification Procedures................................54
      8.4         General Indemnification by the Purchaser..................56
      8.5         Survival of Representations, Warranties and Covenants.....56
      8.6         Remedies Cumulative.......................................56
      8.7         Right to Set Off..........................................57

ARTICLE 9     NON-COMPETITION
      9.1         Prohibited Activities.....................................57
      9.2         Confidentiality...........................................58
      9.3         Damages...................................................58
      9.4         Reasonable Restraint......................................59
      9.5         Severability; Reformation.................................59
      9.6         Independent Covenant......................................59
      9.7         Materiality...............................................59

ARTICLE 10CLOSING
      10.1        Closing...................................................60
      10.2        Deliveries at Funding Time................................60
      10.3        Purchaser Post-Closing Obligations........................61
      10.4        Johnson Contract..........................................62

ARTICLE 11  GENERAL
      11.1        Termination...............................................62
      11.2        Effect of Termination.....................................63
      11.3        Successors and Assigns....................................63
      11.4        Entire Agreement; Amendment; Waiver.......................63
      11.5        Counterparts..............................................63
      11.6        Brokers and Agents........................................64
      11.7        Expenses..................................................64
      11.8        Specific Performance; Remedies............................64
      11.9        Notices...................................................64
      11.10       Governing Law.............................................66
      11.11       Severability..............................................67
      11.12       Absence of Third Party Beneficiary Rights.................67
      11.13       Mutual Drafting...........................................67
      11.14       Further Representations...................................67
      11.15       Further Assurances........................................68


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                               PURCHASE AGREEMENT


            THIS AGREEMENT made as of the 1st day of March, 1999.

BETWEEN:

            DATA BUSINESS FORMS LIMITED, a Corporation  governed by
            the laws of  Ontario  (hereinafter  referred  to as the
            "Purchaser")

                                                               OF THE FIRST PART

                                     - and -

            RAY REMENDA,  an individual  residing in the City of Calgary, in the
            Province  of Alberta  (hereinafter  referred  to as the  "Vendor" or
            "Ramenda")

                                                              OF THE SECOND PART

                                     - and -

            SUNDOG PRINTING LIMITED, a corporation  governed by the
            laws  of  Alberta  (hereinafter   referred  to  as  the
            "Company")

                                                               OF THE THIRD PART

                                     - and -

            517244  ALBERTA LTD., a corporation  governed by the laws of Alberta
            (hereinafter referred to as "517244")

                                                              OF THE FOURTH PART


            WHEREAS the Vendor is the beneficial  and  registered  owner of all
of the 517244 Shares;

            AND  WHEREAS  517244  is the  beneficial  and  registered  owner of
63 Class A common shares in the capital of the Company;

            AND  WHEREAS,  at the Funding  Time,  the sole assets held by 517244
will be common shares in the capital of the Company;


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            AND WHEREAS 408446,  Hodgson and 517244 in the aggregate own all of
the issued and outstanding shares of the Company;

            AND WHEREAS Ramenda  desires to sell his  shareholder  loans and the
517244  Shares to the  Purchaser  and pursuant to the "Remenda  Agreement",  Ray
Remenda,  the sole  shareholder of 517244,  desires to sell all of his shares in
517244 and his shareholder loans and the Purchaser desires to purchase same such
that the  Purchaser  becomes the sole  direct and  indirect  shareholder  of the
Company;

            NOW  THEREFORE,   in  consideration  of  the  premises  and  of  the
representations,  warranties,  covenants and agreements  herein  contained,  the
parties hereto, intending to be legally bound, agree as follows:

                                    ARTICLE 1
                                 INTERPRETATION

 1.1        Definitions

            In this  Agreement,  including  any recitals and  schedules  hereto,
unless something in the subject matter or context is inconsistent therewith:

      (a)   "408446" means 408446  Alberta Inc., a body  corporate  incorporated
            under the laws of the Province of Alberta;

      (b)   "517244"  means 517244  Alberta Ltd, a body  corporate  incorporated
            under the laws of the Province of Alberta;

      (c)   "1999 Bonus" has the meaning set forth in Section 7.3(d) hereof;

      (d)   "517244  Shares" means 100 Class "A" Shares in the capital of 517244
            owned by Remenda;

      (e)   "517244  Shareholder  Loan" means the amount of $250,448 advanced by
            Vendor to 517244 by way of a shareholder's loan and remaining unpaid
            as at the Funding Time;

      (f)   "Account Receivable" has the meaning set forth in Section 4.1(p);

      (g)   "Affiliates" has the meaning set forth in the Business  Corporations
            Act (Alberta) or the Business Corporations Act
            (Ontario), as the case may be;

      (h)   "Agreement"  means this agreement and all amendments  made hereto by
            written  agreement  between  the  Vendor,  517244,  Company  and the
            Purchaser;

      (i)   "Balance Sheet Date" means July 31, 1998;

      (j)   "Benefit Plan" has the meaning set out in Section 4.1(aa)(i)(A);

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      (k)   "Closing" means the consummation of the transactions contemplated by
            this Agreement.

      (l)   "Company"   means  Sundog   Printing   Limited,   a  body  corporate
            incorporated under the laws of the Province of Alberta;

      (m)   "Company  Financial  Statements"  has the meaning set out in Section
            4.1(l) hereof;

      (n)   "Confidential  Information"  has the  meaning set out in Section 9.2
            hereof;

      (o)   "Copyright"  means any  Canadian or foreign  copyright  owned by the
            Company as of the date of this Agreement, including any registration
            of copyrights,  in Canada or in any foreign  county,  as well as any
            application for a Canadian or foreign copyright registration made by
            the Company;

      (p)   "Effective Date" means March 1, 1999;

      (q)   "ETA"  shall mean Part IX of the  Excise Tax Act (Canada), as now in
            effect;

      (r)   "Funding  Date"  means  March 31,  1999 or such other date as may be
            agreed to between the Vendor and the Purchaser;

      (s)   "Funding Time" means 4:00 p.m. (Calgary Time) on the Funding Date;

      (t)   "Governmental Authority" has the meaning set out in
            Section 4.1(y)(i)(F) hereof;

      (u)   "Hodgson" means Dale A. Hodgson,  an individual residing in the City
            of Calgary,  in the Province of Alberta and the sole  shareholder of
            408446;

      (v)   "Hodgson  Agreement"  means that  agreement of even date  whereunder
            inter alia  Hodgson  sells all of the shares  Hodgson owns in 408446
            and the Comapny to the Purchaser;

      (w)   "Income Statement" has the meaning set out in Section 4.1(l) hereof;

      (x)   "Income Tax Act" means the Income Tax Act (Canada), as amended;

      (y)   "Indemnified Party" has the meaning set out in Section 8.1 hereof;

      (z)   "Indemnifying Party" has the meaning set out in Section 8.3 hereof;

      (aa)  "Johnson Employment Contract" means that certain employment contract
            entered into between the Company and Harvey Johnson as set forth and
            described in Schedule 4.1(aa) hereof;

      (bb)  "Johnson Pension  Obligation" means the obligation of the Company to
            fund and to pay an amount of $290,827 to Harvey Johnson's registered
            defined benefit pension plan;

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      (cc)  "Johnson  Severance  Obligation" means the obligation of the Company
            to pay to Johnson a retirement  allowance and severance payment,  as
            set forth in Schedule 4.1(aa);

      (dd)  "Landlords" means the landlords under the N.E. Lease and the Parking
             Lot Lease;

      (ee)  "Leased Premises" means the N.E. Warehouse Property, the Parking Lot
             and the Sundog Premises;

      (ff)  "Leases" means,  collectively, the N.E. Lease, the Parking Lot Lease
            and the Sundog Leases;

      (ii)  "Lien"   means   any   mortgage,    security   interest,    pledge,
            hypothecation,  assignment, deposit arrangement,  encumbrance, lien
            (statutory or  otherwise),  charge,  preference,  priority or other
            security agreement,  option,  warrant,  attachment,  right of first
            refusal,  preemptive,  conversion,  put,  call or  other  claim  or
            right,  restriction on transfer (other than restrictions imposed by
            securities  laws),  or  preferential  arrangement  of any  kind  or
            nature  whatsoever  (including  any  restriction on the transfer of
            any  assets,   any  conditional   sale  or  other  title  retention
            agreement,  any financing  lease involving  substantially  the same
            economic  effect  as any of the  foregoing  and the  filing  of any
            financing  statement  under  the  Personal  Property  Security  Act
            (Alberta) or comparable law of any jurisdiction);

      (jj)  "Mark"  means all right,  title and interest in and to any Canadian
            or foreign  trademarks,  service  marks and trade names now held by
            the  Company,   including  any   registration  or  application  for
            registration  of any  trademarks and services marks in Canada or in
            any foreign country,  as well as any unregistered marks used by the
            Company,  and any trade dress (including  logos,  designs,  company
            names,   business  names,   fictitious  names  and  other  business
            identifiers) used by the Company in Canada or any foreign country;

      (kk)  "Material  Contracts" has the meaning set out in Section 4.1(u)(ii)
             hereof;

      (ll)  "NASDAQ  National  Market" means the United States  National  Market
            automated quotation system of the National Association of Securities
            Dealers, Inc.;

      (mm)  "N.E.  Lease"  means that  lease  relating  to that  portion of N.E.
            Warehouse  Property,  dated November 26, 1996 between Herma Holdings
            Limited and Sundog Printing Limited,  as amended by a lease amending
            agreement  dated on or about March 1st, 1997 between Herma  Holdings
            Limited and Sundog Printing Limited  respecting  premises located on
            lands  municipally  described as 2320 - 35th Avenue  N.E.,  Calgary,
            Alberta, leased to the Company;

      (nn)  "N.E. Warehouse Property" means those lands and buildings located in
            the City of Calgary,  in the Province of Alberta  legally  described
            as: Plan 7410187,  Block 6, Lot 7, Excepting  thereout all mines and
            minerals;

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      (oo)  "Parking  Lot" means that portion of those lands located in the City
            of Calgary,  in the  Province of Alberta  legally  described as Plan
            9412695, Block 45, Lot 3, Excepting thereout all mines and minerals,
            leased to the Company;

      (pp)  "Parking  Lot Lease"  means that lease  relating  to the Parking Lot
            dated  December 22, 1997 between  Thomasz  Goszczynski  as agent for
            Stefan Goszczynski and Hanna Goszczynski and Sundog Printing Limited
            respecting  lands  municipally  described as 1401 - 9th Avenue S.W.,
            Calgary, Alberta;

      (qq)  "Patent"  means any Canadian or foreign  patent to which the Company
            has  title  as of  the  date  of  this  Agreement,  as  well  as any
            application for a Canadian or foreign patent made by the Company.

      (rr)  "Person" has the meaning set out in Section 4.1(y)(i)(H) hereof;

      (ss)  "Preferred  Shares" means the preferred  shares held by the Company
            in  387177  Alberta  Ltd.,  387178  Alberta  Inc.  and  D.  Hodgson
            Investments  Ltd.  as  more  particularly  set  forth  in  Schedule
            1.1(pp) hereof;

      (tt)  "Purchase  Price" means the aggregate  amount payable to the Vendor
            pursuant to Section 3.1 hereof;

      (uu)  "Purchaser" means Data Business Forms Limited;

      (vv)  "Purchased Interests" means the Shares and the Shareholders' Loans;

      (ww)  "Related  Party  Agreements"  has the  meaning  set out in  Section
            4.1(u)(ii) hereof;

      (xx)  Intentionally deleted;

      (yy)  "Remenda" or "Vendor" means Ray Remenda,  an individual  residing in
            the City of Calgary in the Province of Alberta, the sole shareholder
            of 517244;

      (zz)  "Remenda Employment Contract" means that certain employment contract
            entered  into  between  the  Company  and  Remenda  as set forth and
            described in Schedule 1.1(t) hereof;

      (aaa) "Remenda  Insurance"  means  the  policies  set  forth in  Schedule
            1.1(u) insofar as they relate to Remenda;

      (bbb) "Shareholder" means Remenda;

      (ccc) "Shareholders'  Loans"  means the Sundog  Shareholder  Loan and the
            517244 Shareholder Loan;

      (ddd) "Shares" means the 517244 Shares;

      (eee) "Significant   Customers"  has  the  meaning  set  out  in  Section
            4.1(u)(i) hereof;

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      (fff) "Significant   Suppliers"  has  the  meaning  set  out  in  Section
            4.1(u)(i) hereof;

      (ggg) "Subsidiaries"   has  the  meaning   set  forth  in  the   Business
            Corporations  Act  (Alberta)  or  the  Business   Corporations  Act
            (Ontario), as the case may be;

      (hhh) "Sundog Leases" means,  collectively,  the lease between the Company
            and 387177  Alberta Inc. and 387178 Alberta Inc. with respect to the
            lands  municipally  described  as 1311 - 9th Avenue  S.W.,  Calgary,
            Alberta and the lease  between the Company and 566657  Alberta  Ltd.
            with respect to the lands municipally described as 1333 - 9th Avenue
            S.W., Calgary, Alberta;

      (iii) "Sundog  Shareholder  Loan" means the amount of $420,305 advanced by
            Vendor to the Company by way of a  shareholder's  loan and remaining
            unpaid as at the Funding Time;

      (jjj) "Sundog  Premises"  means the  premises of the  Company  located at
            1311 - 9 Avenue S.W., and 1313 - 9 Avenue S.W., Calgary, Alberta;

      (kkk) "Tax"   shall  mean  all   governmental   taxes,   levies,   duties,
            assessments,   reassessments   and  other   charges  of  any  nature
            whatsoever,  whether direct or indirect,  including, but not limited
            to, income tax,  profit tax,  gross receipts tax,  corporation  tax,
            sales and use tax,  wage tax,  payroll  tax,  employer  health  tax,
            workers'  compensation  levy,  capital  tax,  stamp  duty,  real and
            personal  property tax,  land transfer tax,  customs or excise duty,
            excise  tax,  turnover  or value added tax on goods sold or services
            rendered,   withholding   tax,  social  security  and   unemployment
            insurance  charges and retirement  contributions,  and any interest,
            fines, additions to tax and penalties thereon;

      (lll) "Tax  Return"  shall  mean any  return  (including  any  information
            return,  report,  statement,  schedule,  notice, form, estimate,  or
            declaration  of estimated  tax)  relating to or required to be filed
            with any governmental  entity in connection with the  determination,
            assessment, collection or payment of any Tax;

      (mmm)"Third Party Claim" has the meaning set out in Section 8.3(b)(i);

      (nnn) "Third  Party   Consents"  has  the  meaning  set  out  in  Section
            4.1(u)(iv);

      (ooo) "TPI  Receivable"  means the amount of $963,600 owing by The Pacific
            Institute to the Company as of January 31, 1999;

      (ppp) "Vendor" means Ray Remenda;

      (qqq) "Vendor's  Portion" means 25%, being the percentage of common shares
            of the Company directly or indirectly held by the Vendor; and

      (rrr) "Year 2000 Compliant and Ready" means that the computer  systems and
            the  presses   used  in  the   Company's   operations   contain  the
            functionality  need for the  December  31,  1999  "millennium"  date
            change.

<PAGE>


1.2         Headings

            The division of this  Agreement  into  Articles and Sections and the
insertion of headings are for convenience of reference only and shall not affect
the  construction  or  interpretation   of  this  Agreement.   The  terms  "this
Agreement",   "hereof",  "hereunder"  and  similar  expressions  refer  to  this
Agreement and not to any particular Article, Section or other portion hereof and
include any  agreement  supplemental  hereto.  Unless  something  in the subject
matter or context is inconsistent  therewith,  references herein to Articles and
Sections are to Articles and Sections of this Agreement.

1.3         Extended Meanings

            In this  Agreement  words  importing the singular  number only shall
include the plural and vice versa,  words  importing the masculine  gender shall
include  the  feminine  and neuter  genders  and vice versa and words  importing
persons  shall  include   individuals,   partnerships,   associations,   trusts,
unincorporated organizations and corporations.

<PAGE>


1.4         Currency

            All references to currency herein are to lawful money of Canada.

1.5         Accounting Principles

            Except as otherwise expressly provided herein or in the Schedules or
agreed  between by the parties hereto in writing,  all accounting  terms used in
this Agreement shall be interpreted,  and all financial  statements,  Schedules,
certificates  and  reports as to  financial  matters  required  to be  delivered
hereunder  shall be prepared,  in accordance  with  Canadian  GAAP  consistently
applied

1.6         Schedules

            The following are the Schedules  annexed hereto and  incorporated by
reference and deemed to be part hereof:


            Schedule 1.1(t)          -    Remenda Employment Contract
            Schedule 1.1(u)          -    Remenda Insurance
            Schedule 3.1(a)(iii)     -    First Earn-Out
            Schedule 3.1(a)(v)       -    Second Earn-Out
            Schedule 3.2(a)          -    Form of Assignment of 517244
                                          Shareholder Loan
            Schedule 4.1(h)(iii)     -    Promissory Notes
            Schedule 4.1(k)(ii)      -    Add-backs
            Schedule 4.1(k)(iv)      -    Related Party Debt since July 31, 1998
            Schedule 4.1(l)          -    Company Financial Statements
            Schedule 4.1(m)(iii)     -    Plans
            Schedule 4.1(o)          -    Bank Accounts, Powers of Attorney
            Schedule 4.1(p)               Accounts Receivable
            Schedule 4.1(r)          -    Leases of Real Property
            Schedule 4.1(s)(i)       -    Personal Property
            Schedule 4.1(s)(ii)      -    Liens on Personal Property
            Schedule 4.1(t)(i)       -    Trade Marks and Trade Names
            Schedule 4.1(t)(ii)      -    Patents and Copyrights
            Schedule 4.1(t)(iii)     -    Other Rights
            Schedule 4.1(t)(iv)      -    Third Party Rights
            Schedule 4.1(u)(i)       -    Significant Customers and Suppliers
            Schedule 4.1(u)(ii)      -    Material Contracts
            Schedule 4.1(u)(iii)     -    Reductions and Cancellations
            Schedule 4.1(u)(iv)      -    Third Party Consents



            Schedule 4.1(u)(v)       -    Related Party Commitments
            Schedule 4.1(u)(vi)      -    Exception to Acceleration

<PAGE>

            Schedule 4.1(x)          -    Insurance Policies
            Schedule 4.1(y)(ii)      -    Environmental Matters
            Schedule 4.1(z)          -    Employees/Compliance
            Schedule 4.1(z)(viii)    -    Employee List
            Schedule 4.1(aa)         -    Employee Benefit Plans
            Schedule 4.1(bb)         -    Tax Exceptions
            Schedule 4.1(cc)(ii)     -    Conformity with Law, Litigation
            Schedule 4.1(cc)(iii)    -    Litigation
            Schedule 4.1(ee)         -    Changes
            Schedule 4.1(gg)         -    Predecessor Status
            Schedule 4.1(jj)         -    Year 2000 Compliance
            Schedule 7.2(d)          -    Lease of Sundog Premises
            Schedule 8.2(d)          -    Indemnity Schedule

1.7         Best of Knowledge

            Any  reference  herein to "the best of the  knowledge" of the Vendor
and the  Shareholder or words of similar import shall mean the actual  knowledge
of the Vendor and the Shareholder or in the case of 517244 shall mean the actual
knowledge of the  Shareholder,  directors and officers of 517244.  Any reference
herein to  "knowledge  of the  Company" or  "Company's  knowledge",  or words of
similar import means the actual knowledge of the Vendor, Shareholders, directors
and officers of the Company.

                                    ARTICLE 2
                                   DISCLOSURE

2.1         Disclosure

            Certain  matters may be disclosed on a Schedule  hereto that are not
strictly  required  to be  disclosed  thereon  pursuant  to the  terms  of  this
Agreement.  Such  disclosure is for  information  purposes  only, and should not
constitute  an indication  or admission of the  materiality  thereof or create a
standard for disclosure.  The Vendor, Company and 517244 shall not be liable for
a breach of any representation or warranty that might result from the failure to
disclose  any item on any one  Schedule if such item has been  disclosed  on any
other  Schedule  hereto in such a manner  that a review of such  other  Schedule
would put Purchaser on notice that such item exists.



<PAGE>
                   ARTICLE 3
                         PURCHASE AND SALE OF THE SHARES
                   AND ASSIGNMENT OF THE SHAREHOLDERS' LOANS

3.1         Purchase and Sale of Shares

            Subject  to the  terms  and  conditions  of this  Agreement,  at the
Funding Time and  effective as of the  Effective  Date,  the Vendor will sell to
Purchaser,  and Purchaser  will purchase  from the Vendor,  the Shares,  for the
Purchase Price.

      (a)   The Purchase Price for the Shares shall be comprised of and shall be
            paid and satisfied by:

            (i)     $928,794 payable by cheque to the Vendor at the Funding Time
                    inclusive   of  interest  at  a  rate  of  6.75%  per  annum
                    calculated  from the Effective  Time up to and including the
                    Funding Date;

            (ii)    the  delivery  to the  Vendor of a demand  promissory  note
                    from the  Purchaser in the amount of $275,154.  Such demand
                    promissory   note   shall  be  paid  in  full   immediately
                    following  the  Funding  Time  by  payment  in  cash by the
                    Purchaser  in an amount  equal to the  Vendor's  Portion of
                    the TPI  Receivable  or by an  assignment  of the  Vendor's
                    Portion  of  the  TPI  Receivable  to  the  Vendor  or  any
                    combination  thereof,  together  with an  assignment of the
                    Remenda Insurance;

            (iii)   a payment of the Vendor's  Portion of the amount  calculated
                    pursuant to Schedule  3.1(a)(iii) to the Vendor on March 15,
                    2000;

            (iv)    $250,000 to the Vendor on April 28, 2000; and

            (v)     a payment on July 31, 2001 of the amounts,  if any, equal to
                    the Vendor's Portion,  of the amount calculated  pursuant to
                    Schedule 3.1(a)(v) hereof less $1,000,000,  which payment to
                    the Vendor shall not exceed the sum of $250,000.

<PAGE>



3.2         Assignment of Shareholders' Loans

      (a)   In  consideration of payment to the Vendor in the amount of $250,448
            at the  Funding  Time,  the  Vendor  shall  execute  and  deliver an
            assignment in the form of the assignment set out on Schedule  3.2(a)
            hereof  assigning to the Purchaser all of Vendor's right,  title and
            interest in and to the 517244 Shareholder Loan.

      (b)   In  consideration of payment to the Vendor in the amount of $420,305
            at the  Funding  Time,  the  Vendor  shall  execute  and  deliver an
            assignment in the form of the assignment set out on Schedule  3.2(b)
            hereof  assigning to the Purchaser all of Vendor's right,  title and
            interest in and to the Sundog Shareholder Loan.


                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

4.1         Vendors' Representations and Warranties

            The Vendor,  the Company  and 517244,  represent  and warrant to the
Purchaser that:

      (a)   Corporate  Standing The Company is a corporation  duly  incorporated
            and  subsisting  under the laws of Alberta  as a private  company as
            that  term is  defined  in the  Securities  Act  (Alberta)  with the
            corporate  power to own its assets and to carry on its  business and
            has made all  necessary  filings  under  all  applicable  corporate,
            securities  and taxation laws or any other laws to which the Company
            is subject.

      (b)   Corporate  Records  The  corporate  records  and minute  book of the
            Company are complete  and true and correct in all material  respects
            and the minute book  contains  copies of minutes of all  meetings of
            the  directors,  committees  of directors  and  shareholders  of the
            Company and of all written resolutions of such directors, committees
            and shareholders.

      (c)   Authorization; Validity The  Company  has  the  full  legal  right,
            corporate  power and authority to enter into this Agreement and the
            transactions  contemplated  hereby and to perform  its  obligations
            pursuant  to the terms of this  Agreement.  Each of the  Vendor and
            517244 has the full legal  right and  authority  to enter into this
            Agreement and the transactions  contemplated  hereby and to perform
            its   respective   obligations   pursuant  to  the  terms  of  this
            Agreement.  The  execution  and  delivery of this  Agreement by the
            Vendor,  the Company and 517244 and the  performance by the Vendor,
            the  Company  and 517244 of the  transactions  contemplated  herein
            have been duly and validly  authorized by the Board of Directors of
            the  Company  and  517244  and this  Agreement  has  been  duly and
            validly  authorized  by  all  necessary   corporate  action.   This
            Agreement is a legal,  valid and binding  obligation of the Vendor,
            the Company and 517244,  enforceable  in accordance  with its terms
            subject to limitations  with respect to enforcement  imposed by law
            in connection  with  bankruptcy or other laws  generally  affecting
            creditors' rights, and to the extent that equitable remedies,  such
            as specific  performance and  injunction,  are in the discretion of
            the court from which they are sought.

<PAGE>


      (d)   Execution and Delivery The  execution,  delivery and  performance of
            this Agreement,  the consummation of the  transactions  contemplated
            hereby, and the fulfillment of the terms hereof will not:

            (i)     conflict  with,  or result in a breach or violation of, any
                    of the constating documents or by-laws of the Company;

            (ii)    conflict with, or result in a default (or would  constitute
                    a  default  but for any  requirement  of notice or lapse of
                    time or  both)  under  any  document,  agreement  or  other
                    instrument to which the Vendor,  the Company or 517244 is a
                    party or by which  the  Vendor,  the  Company  or 517244 is
                    bound,  or result in the creation or imposition of any Lien
                    on any of the Company's  properties pursuant to (A) any law
                    or  regulation  to which the Vendor,  the Company or 517244
                    or any of their respective  property is subject, or (B) any
                    judgment,  order or decree to which the Vendor, the Company
                    or any  Shareholder  is bound  or any of  their  respective
                    property is subject;

            (iii)   result  in  termination  or any  impairment  of any  permit,
                    license, franchise, contractual right or other authorization
                    of the Company; or

            (iv)    violate any law, order, judgment,  rule, regulation,  decree
                    or  ordinance  to  which  the  Vendor,  the  Company  or any
                    Shareholder  is subject or by which the Vendor,  the Company
                    or any  Shareholder  is  bound  provided  however,  that  no
                    representation  and warranty is being  provided with respect
                    to compliance by the Purchaser  with the  Investment  Canada
                    Act.

      (e)   Authorized Capital The authorized capital of the Company consists of
            an  unlimited  number  of  Class A  Common  Voting  Shares,  Class B
            Non-Voting Preferred Redeemable Shares, Class C Non-Voting Preferred
            Redeemable  Convertible  Shares,  and Class D  Non-voting  Preferred
            Redeemable  Convertible  Shares,  of which 252 Class A Common Voting
            Shares are issued and  outstanding  as of the date hereof,  of which
            the following are validly issued and outstanding:


                         Shares               Beneficial & Registered Owner
                         ------               -----------------------------

            160 Class A Common Voting         408446 Alberta Inc.

            63 Class A Common Voting          517244 Alberta Limited

            29 Class A Common Voting          Dale A. Hodgson

            All of the  issued  and  outstanding  shares in the  capital  of the
            Company have been duly  authorized  and validly issued and are fully
            paid  and  non-assessable.  The  Shares  are  owned  of  record  and
            beneficially by Hodgson,  408446 and 517244 in the amounts set forth
            above,  free  and  clear  of  all  Liens.  All  of  the  issued  and
            outstanding  shares in the  capital  of the  Company  were  offered,
            issued,  sold and  delivered by the Company in  compliance  with all
            applicable laws concerning the issuance of securities. Further, none
            of such shares was issued in  violation  of any  preemptive  rights.
            There are no voting  agreements or voting trusts with respect to any
            of the shares.

<PAGE>


      (f)   Entitlements        No option,  warrant, call,  subscription right,
            conversion  right  or  other  contract  or  commitment  of any kind
            exists,  of any character,  written or oral, which may obligate the
            Company  to  issue  or  sell  any  shares  in  the  capital  of the
            Company.  The Company has no obligation  (contingent  or otherwise)
            to purchase,  redeem or otherwise  acquire any of its shares or any
            interests  therein or to pay any dividend or make any  distribution
            in respect thereof.

      (g)   Shareholders'  Loans The total amount of the Sundog Shareholder Loan
            is $420,305 and the total amount of the 517244  Shareholder  Loan is
            $250,448.

      (h)   Subsidiaries and Debt Interests

            (i)     The Company has no Subsidiaries or Affiliates;

            (ii)    Except  for the  Preferred  Shares,  the  Company  does not
                    presently  own,  of record  or  beneficially,  or  control,
                    directly or indirectly,  any shares, securities convertible
                    into   shares  or  any  other   equity   interest   in  any
                    corporation,  limited  liability  company,  association  or
                    other  business  entity,  nor is the  Company,  directly or
                    indirectly,   a   participant   in   any   joint   venture,
                    partnership or other non-corporate entity; and

            (iii)   Except as set forth on  Schedule  4.1(h)(iii),  there are no
                    promissory  notes that have been  issued to, or are held by,
                    the Company.

      (i)   Complete  Copies of Materials The Company has delivered to Purchaser
            at the Sundog  Premises true and complete  copies of each agreement,
            contract,  commitment or other document (or summaries  thereof) that
            is  referred  to in the  Schedules  or that  has been  requested  by
            Purchaser.

      (j)   Absence  of Claims  Against  Company  Except  for the  Shareholders'
            Loans, the 1999 Bonus,  benefits and wages due to Ray Remenda in his
            capacity as an employee in the ordinary course of business,  and the
            performance of this Agreement by the Company, neither 517244 nor the
            Vendor has any claims against the Company.

      (k)   Financial Conditions

            (i)     The  Company's  revenue  for the fiscal year ended July 31,
                    1998 was not less than $25,000,000;

            (ii)    The  earnings of the Company  before  interest and taxes and
                    bonuses,  adjusted  to reflect  the  add-backs  set forth on
                    Schedule  4.1(k)(ii) for the fiscal year ended July 31, 1998
                    are not less than $2,600,000;

<PAGE>


            (iii)   The  sum  of  the  Company's  total  outstanding   interest
                    bearing  indebtedness  to banks,  and all  other  financial
                    institutions  and  creditors  (in each case  including  the
                    current  portions of such  indebtedness,  but excluding any
                    amounts  referred to in Section  7.3(d)  hereof and Section
                    7.3(d) of the Remenda  Agreement,  and any amounts  payable
                    to the  Vendor,  408446,  Remenda  and  517244,  and  their
                    Affiliates,  any  income  taxes  payable  from the  Balance
                    Sheet Date on earnings,  operating  leases,  trade payables
                    and other accounts  payable incurred in the ordinary course
                    of the Company's  business  consistent  with past practice)
                    as of the  Funding  Date will not be more than  $3,550,000;
                    and

            (iv)    Except as set forth on Schedule  4.1(k)(iv) no related party
                    debts other than as set forth herein or contemplated  hereby
                    have been incurred or paid since July 31, 1998.

      (l)   Financial Statements            Schedule   4.1(l)    includes true,
            complete and correct copies of the Company's  audited balance sheet
            ("Balance  Sheet")  as  of  the  Balance  Sheet  Date,  and  income
            statement  (the  "Income  Statement")  as at and for the year ended
            July 31, 1998 and the  Company's  internally  generated,  unaudited
            balance  sheet and income  statement as of and for the seven months
            ended  February  28, 1999  (collectively,  the  "Company  Financial
            Statements").

            (i)     The  Company   Financial   Statements   are   materially  in
                    accordance  with the books and accounts of the Company as at
                    the Balance Sheet Date;

            (ii)    The  Company  Financial  Statements  have been  prepared  in
                    accordance with GAAP consistently applied;

            (iii)   The Balance Sheet presents fairly the financial condition of
                    the Company as of the date indicated  thereon and the Income
                    Statement  presents fairly the results of its operations for
                    the period indicated thereon;

            (iv)    Since the dates of the Company Financial  Statements,  there
                    have been no material  changes in the  Company's  accounting
                    policies;

            (v)     The  financial  position of the Company as at the  Effective
                    Date will be at least as good as the  financial  position of
                    the Company as at the Balance Sheet Date; and

            (vi)    Subject to  Schedule  4.1(cc)(iii),  the  Company  Financial
                    Statements  fairly present all of the assets and liabilities
                    of  the  Company  as at  the  Balance  Sheet  Date  and  the
                    Effective Date including, without limitation, all contingent
                    liabilities of the Company as at the Balance Sheet Date.

      (m)   Liabilities and Obligations

<PAGE>


            (i)     Except as  disclosed on Schedule  4.1(u)(v),  the Company is
                    not liable for or subject to any liabilities except for:

                    (A)   those  liabilities  reflected on the Balance Sheet and
                          not previously paid or discharged;

                    (B)   those  liabilities  arising in the ordinary  course of
                          its business  consistent  with past practice under any
                          contract,   commitment   or   agreement   specifically
                          disclosed  on any  Schedule to this  Agreement  or not
                          required to be disclosed  thereon  because of the term
                          or amount involved or otherwise;

                    (C)   the lease of the Sundog Premises; and

                    (D)   those  liabilities  incurred  since the Balance  Sheet
                          Date in the  ordinary  course of  business  consistent
                          with  past  practice,   which   liabilities  are  not,
                          individually or in the aggregate, material.

            (ii)    The Company has delivered to Purchaser, in the case of those
                    liabilities  which  are  not  fixed  or  are  contested,   a
                    reasonable  estimate  of the  maximum  amount  which  may be
                    payable;

            (iii)   Schedule  4.1(m)(iii)  sets forth a summary  description of
                    all  plans  or  projects   involving  the  opening  of  new
                    operations,  expansion  of any existing  operations  or the
                    acquisition of any real property or existing  business,  to
                    which  management  of the  Company  has made  any  material
                    expenditure  in the two-year  period prior to the Effective
                    Date,  which  if  pursued  by  the  Company  would  require
                    additional material expenditures of capital; and

            (iv)    For   purposes   of   this   Section   4.1(m),   the   term
                    "liabilities"  shall  include,   without  limitation,   any
                    direct  or  indirect  liability,  indebtedness,   guaranty,
                    endorsement,   claim,  loss,  damage,   deficiency,   cost,
                    expense,  obligation  or  responsibility,  either  accrued,
                    absolute,  contingent,  mature,  unmature or otherwise  and
                    whether  fixed or unfixed,  choate or inchoate,  liquidated
                    or   unliquidated,    secured   or   unsecured.    Schedule
                    4.1(s)(ii)  insofar as it relates to the leases  contains a
                    complete list of all  interest-bearing  indebtedness of the
                    Company not disclosed on the Company Financial Statements.

      (n)   Books and  Records  The  Company has made and kept books and records
            and accounts,  which,  in reasonable  detail,  accurately and fairly
            reflect the  activities of the Company.  The Company has not engaged
            in any  transaction,  maintained  any  bank  account,  or  used  any
            corporate funds except for  transactions,  bank accounts,  and funds
            which have been and are reflected in its normally  maintained  books
            and records.

<PAGE>


      (o)   Bank  Accounts;  Powers of  Attorney  Schedule  4.1(o)  sets forth a
            complete and accurate list as of the Funding Date, of:

            (i)     the  name  of  each  financial  institution  at  which  the
                    Company has any account or safe deposit box;

            (ii)    the names in which the accounts or boxes are held;

            (iii)   the type of account;

            (iv)    the name of each person  authorized  to draw thereon or have
                    access thereto; and

            (v)     the name of each person,  corporation,  firm or other entity
                    holding a general  or  special  power of  attorney  from the
                    Company and a description of the terms of such power.

      (p)   Accounts and Notes Receivable         At  the  Funding  Time,   the
            Company will deliver to Buyer a complete and accurate  list,  as of
            a date not more than two (2)  business  days  prior to the  Funding
            Date,  of  the  accounts  and  notes   receivable  of  the  Company
            (including  without  limitation  receivables  from and  advances to
            employees  and the  Shareholders)  which  includes  an aging of all
            accounts and notes  receivables  showing amounts due in thirty (30)
            day  aging  increments  the  Accounts   Receivable.   All  Accounts
            Receivable  represent valid obligations arising from sales actually
            made or  services  actually  performed  in the  ordinary  course of
            business.  The Accounts  Receivable are current and collectible net
            of any  respective  reserves  shown  on  the  Company's  books  and
            records  (which  reserves are adequate  and  calculated  consistent
            with  past  practice).  Subject  to  such  reserves,  each  of  the
            Accounts   Receivable  will  be  collected  in  full,  without  any
            set-off,  within one hundred and twenty (120) days after the day on
            which it first  became due and  payable  other than those set forth
            in  Schedule  4.1(p).  There  is no  contest,  claim,  or  right of
            set-off,  other than rebates and returns in the ordinary  course of
            business,  under  any  contract  with  any  obligor  of an  Account
            Receivable  relating  to the  amount or  validity  of such  Account
            Receivable.

      (q)   Permits The  Company  owns or holds all  material  permits and other
            governmental  authorizations,  including without limitation permits,
            licenses necessary for the continued operation of its business as it
            is currently being conducted (the "Permits"). The Permits are valid,
            and the Company has not  received  any notice that any  governmental
            authority intends to modify, cancel,  terminate or fail to renew any
            Permit.  No  present or former  officer  director,  shareholder,  or
            employee  of the  Company  or any  affiliate  thereof,  or any other
            person,  firm,   corporation  or  other  entity,  owns  or  has  any
            proprietary, financial or other interest (direct or indirect) in any
            Permits. The Company has conducted and is conducting its business in
            material compliance with the requirements,  standards,  criteria and
            conditions  set forth in the  Permits and other  applicable  orders,
            approvals,  rules and  regulations and is not in violation of any of
            the foregoing. The transactions  contemplated by this Agreement will
            not  result in a default  under,  or a breach  or  violation  of, or
            adversely affect the rights and benefits afforded to the Company, by
            any Permit.

<PAGE>


      (r)   Real Property

            (i)     The  Company  does  not  own or have  any  right,  title  or
                    interest in any real property except for the Leases.

            (ii)    Except as set forth in Schedule 4.1(r) and 4.1(y)(ii):

                    (A)   All of the  Leases  are valid  and in full  force and
                          effect.  The Company has  delivered to the  Purchaser
                          true and  complete  copies of all of the Leases,  all
                          amendments,  renewals,  extensions,  modifications or
                          supplements thereto, and all material  correspondence
                          pursuant  to which  any  party  to any of the  Leases
                          declared a default  thereunder or provided  notice of
                          the  exercise  of any  option  granted  to such party
                          under  such  Lease.  The  Leases  and  the  Company's
                          interests  thereunder  are  free  of all  Liens.  The
                          Company   has  paid  all   amounts   payable  to  the
                          landlords under the Leases;

                    (B)   None of the Leases requires the consent or approval of
                          any party thereto in connection with the  consummation
                          of the transactions contemplated hereby;

                    (C)   All  accounts  for  work  and  services  performed  or
                          materials  placed or  furnished by or on behalf of the
                          Vendor  or  the   Company   upon  or  in   respect  of
                          construction  in each of the Leased  Premises has been
                          fully paid by closing  and no person  will be entitled
                          to claim a lien under the Builders' Lien Act (Alberta)
                          for work  performed  by or on behalf of the  Vendor or
                          the Company;

                    (D)   the Vendor or the Company have not received any notice
                          of  any  proceedings  by  any  Governmental  Authority
                          having  jurisdiction  advising  of any  deficiency  or
                          non-compliance with any building  restriction,  zoning
                          by-law, fire code, or any other regulation relating to
                          any of the Leased  Premises,  nor is the Vendor or the
                          Company    aware   of   any   such    deficiency    or
                          non-compliance;

                    (E)   to  the  best  of  the   Vendor's  or  the   Company's
                          knowledge,    all    obligations,    conditions    and
                          requirements under all development permits required to
                          be obtained by the Company have been met and satisfied
                          and  development  completion  permits  required  to be
                          obtained by the Company  evidencing the same have been
                          obtained from The City of Calgary;

                    (F)   neither the Vendor nor the Company  have  received any
                          notice of a proposal  to  expropriate  any part of the
                          Leased Premises;

<PAGE>


                    (G)   each of the N.E.  Lease and the Parking Lot Lease have
                          been  adopted and assumed by and are binding  upon the
                          current  registered  owners  of the lands on which the
                          N.E.  Warehouse  Property  and  the  Parking  Lot  are
                          located;

                    (H)   to  the  best  of  the   Vendor's  or  the   Company's
                          knowledge,  there are no structural defects,  material
                          non-structural defects or material deficiencies in any
                          of the  buildings  on the  Leased  Premises,  and  the
                          Leased  Premises are presently in compliance  with all
                          statutory provisions;

                    (I)   to  the  best  of  the  Vendor's  or  the   Company's
                          knowledge,  there are no  outstanding  work orders or
                          deficiency  notices against the Vendor or the Company
                          in respect of the Leased  Premises,  or other  orders
                          relating  to any  of  the  Leased  Premises  from  or
                          required   by  any   police   or   fire   department,
                          sanitation  or health  authorities  or from any other
                          federal,  provincial  or municipal  authority and any
                          matters under  discussion  with any such  departments
                          or authorities relating to work or other orders;

                    (J)   notice  has not been  received  by the  Vendor or the
                          Company  from  any  authority   having   jurisdiction
                          advising  of any default or  non-compliance  with any
                          lawful  requirement or standard of workmanship in the
                          construction  of  the   improvements  on  the  Leased
                          Premises   placed   thereon  by  the  Vendor  or  the
                          Company,  or in  respect  of the  plumbing,  heating,
                          ventilating,  air  conditioning,  electrical or other
                          mechanical systems therein;

                    (K)   the Vendor or the Company have not  received  from any
                          of  their  insurers  which  carries  on  their  behalf
                          insurance on the Leased Premises any written notice of
                          any defect or  inadequacy  in  connection  with Leased
                          Premises or its  maintenance  or operation  that would
                          affect the  insurability  of the Leased  Premises that
                          has not been cited;

                    (L)   the  Vendor  or the  Company  have  not  intentionally
                          withheld any material  information relating to adverse
                          facts  or  adverse  material  in  connection  with the
                          Leased Premises or the Leases;

                    (M)   except    for    the    use    of     premises     by
                          Hostmann-Steinberg,   neither   the  Vendor  nor  the
                          Company  have  granted   leases,   offers  to  lease,
                          options with respect to leases, licenses,  agreements
                          to  lease,   renewals  of  leases,   assignments  and
                          subleases  thereof  or other  tenancy  agreements  or
                          other  agreements  granting any right of  occupation,
                          possession   or  use  with   respect  to  the  Leased
                          Premises or buildings located thereon;

<PAGE>


                    (N)   no written  notice has been received by the Vendor or
                          the  Company  which  remains   outstanding  from  any
                          governmental    or    quasi-governmental    authority
                          relating  to any  defect in the  construction  of the
                          buildings  or any other  improvements  on the  Leased
                          Premises,  or relating to any work order,  deficiency
                          or  non-compliance  with any  building  restrictions,
                          building   codes,   zoning   by-laws,   fire   codes,
                          environmental  laws,  or  other  regulations,   laws,
                          statutes,  ordinances  or  rules,  in  each  case  in
                          respect of the Leased  Premises and the buildings and
                          improvements thereon; and

                    (O)   each of the Leased  Premises are fully serviced by all
                          required utilities including electricity, natural gas,
                          water and sewer.

      (s)   Personal Property

            (i)     Schedule  4.1(s)(i) sets forth a complete and accurate list
                    of all material  personal  property included on the Balance
                    Sheet and all other  personal  property  owned or leased by
                    the  Company   and  all  trade   fixtures   and   leasehold
                    improvements  owned by both as of the  Balance  Sheet  Date
                    and  acquired  since the Balance  Sheet Date,  including in
                    each case a list of all leases for material equipment,  and
                    an indication as to which assets are  currently  owned,  or
                    were  formerly  owned,  by any  Shareholder  or business or
                    personal  affiliates of any  Shareholder or of the Company.
                    True,  complete  and  correct  copies  of  the  leases  for
                    material  equipment  will be  delivered to Purchaser at the
                    Sundog Premises;

            (ii)    The Company  currently owns or leases all personal  property
                    and other  assets  necessary  to conduct  the  business  and
                    operations  of the  Company  as  they  are  currently  being
                    conducted, free and clear of all Liens except for such Liens
                    as are set forth on Schedule 4.1(s)(ii); and

            (iii)   All  of  the  material,  machinery  and  equipment  of  the
                    Company,  including those listed on Schedule 4.1(s)(i), are
                    in good  working  order and  condition,  ordinary  wear and
                    tear excepted.  All personal  property  leases set forth on
                    Schedule  4.1(s)(i)  are  in  full  force  and  effect  and
                    constitute  valid and binding  agreements  of the  Company,
                    and the  Company  is not in breach  of any of their  terms.
                    All fixed  assets used by the Company  that are material to
                    the  operation  of its  business  are  either  owned by the
                    Company or leased  under an  agreement  listed on  Schedule
                    4.1(s)(i) or 4.1(s)(ii).

      (t)   Intellectual Property

            (i)     The  Company  is  the  true  and  lawful  owner  of,  or is
                    licensed or otherwise  possesses legally enforceable rights
                    to use, the  registered  and  unregistered  Marks listed on
                    Schedule  4.1(t)(i).  Such schedule  lists all of the Marks
                    registered in Canada or in any foreign country,  and all of
                    the unregistered  Marks,  that the Company now owns or uses
                    in  connection  with its  business.  Except with respect to
                    those Marks shown as  licensed on Schedule  4.1(t)(i),  the
                    Company  owns  all  of  the  registered  and   unregistered
                    trademarks,  service  marks,  and trade names that it uses.
                    The Marks  listed on Schedule  4.1(t)(i)  will not cease to
                    be valid rights of the Company by reason of the  execution,
                    delivery  and   performance   of  this   Agreement  or  the
                    consummation of the transactions contemplated hereby;

<PAGE>


            (ii)    The  Company  is  the  true  and  lawful  owner  of,  or is
                    licensed or otherwise  possesses legally enforceable rights
                    to use,  all  rights  in the  Patents  listed  on  Schedule
                    4.1(t)(ii)  and  in  the  Copyrights   listed  on  Schedule
                    4.1(t)(ii).  Such Patents and Copyrights  constitute all of
                    the Patents and Copyrights  that the Company now owns or is
                    licensed  to  use.  The  Company  owns  or is  licensed  to
                    practice  under all  patents  and  copyright  registrations
                    that the  Company now owns or uses in  connection  with its
                    business;

            (iii)   The  Company  is  the  true  and  lawful  owner  of,  or is
                    licensed or otherwise  possesses legally enforceable rights
                    to use,  all rights in the trade  secrets,  franchises,  or
                    similar rights  (collectively,  "Other  Rights")  listed on
                    Schedule 4.1(t)(iii).  Those Other  Rights  constitute  all
                    of the  Other  Rights  that  the  Company  now  owns  or is
                    licensed  to  use.  The  Company  owns  or is  licensed  to
                    practice  under all trade  secrets,  franchises  or similar
                    rights that it owns, uses or practices under;

            (iv)    The Marks, Patents,  Copyrights, and Other Rights listed on
                    Schedules 4.1(t)(i),     4.1(t)(ii),     4.1(t)(ii),    and
                    4.1(t)(iii)  are  referred  to  collectively  herein as the
                    "Intellectual  Property." The  Intellectual  Property owned
                    by the Company is referred  to herein  collectively  as the
                    "Company  Intellectual  Property."  All other  Intellectual
                    Property is referred to herein  collectively  as the "Third
                    Party  Intellectual   Property."  Except  as  indicated  on
                    Schedule  4.1(t)(iv),  the  Company has no  obligations  to
                    compensate  any  person  for  the  use of any  Intellectual
                    Property  nor has the  Company  granted  to any  person any
                    license,  option or other  rights to use in any  manner any
                    Intellectual  Property,  whether  requiring  the payment of
                    royalties or not; and

<PAGE>


            (v)     The  Company  is not,  nor  will it be as a  result  of the
                    execution   and   delivery   of  this   Agreement   or  the
                    performance of its obligations  hereunder,  in violation of
                    any Third Party Intellectual  Property license,  sublicense
                    or agreement described in Schedule  4.1(t)(i),  4.1(t)(ii),
                    4.1(t)(iii)  or  4.1(t)(iv).  No claims with respect to the
                    Company  Intellectual  Property or Third Party Intellectual
                    Property are currently  pending or, to the knowledge of the
                    Company,   are  threatened  by  any  person,  nor,  to  the
                    Vendor's  or  Company's  knowledge,  do any grounds for any
                    claims  exist:  (A) to the  effect  that  the  manufacture,
                    sale,  licensing or use of any product as now used, sold or
                    licensed  or  proposed  for  use,  sale or  license  by the
                    Company  infringes  on any  copyright,  patent,  trademark,
                    service  mark or trade  secret;  (B) against the use by the
                    Company of any  trademarks,  trade  names,  trade  secrets,
                    copyrights,   patents,  technology,  know-how  or  computer
                    software  programs and  applications  used in the Company's
                    business  as  currently  conducted  by  the  Company;   (C)
                    challenging  the ownership,  validity or  effectiveness  of
                    any of the  Company  Intellectual  Property  or other trade
                    secret  material to the  Company;  or (D)  challenging  the
                    Company's  license or legally  enforceable  right to use of
                    the Third Party Intellectual  Property.  To the Vendor's or
                    Company's   knowledge,   there  is  no  unauthorized   use,
                    infringement  or  misappropriation  of any  of the  Company
                    Intellectual  Property  by any  third  party.  Neither  the
                    Vendor  or the  Company  (i) has been  sued or  charged  in
                    writing  as a  defendant  in any  claim,  suit,  action  or
                    proceeding  which involves a claim or infringement of trade
                    secrets,  any  patents,   trademarks,   service  marks,  or
                    copyrights  and which has not been  finally  terminated  or
                    been  informed  or  notified  by any third  party  that the
                    Company  may be  engaged in such  infringement  or (ii) has
                    knowledge of any  infringement  liability  with respect to,
                    or  infringement  by,  the  Company  of any  trade  secret,
                    patent, trademark, service mark, or copyright of another.

      (u)   Significant Customers; Material Contracts and Commitments

            (i)     Schedule  4.1(u)(i) sets forth a complete and accurate list
                    of all  Significant  Customers and  Significant  Suppliers.
                    For  purposes of this  Agreement,  "Significant  Customers"
                    are the twenty (20)  customers  that have effected the most
                    purchases,  in dollar terms,  from the Company  during each
                    of the past  four (4)  fiscal  quarters,  and  "Significant
                    Suppliers"  are the twenty (20)  suppliers who supplied the
                    largest  amount by dollar volume of products or services to
                    the Company  during the twelve  (12)  months  ending on the
                    Balance Sheet Date;

            (ii)    Schedule  4.1(u)(ii)  contains a complete and accurate list
                    of  all  contracts,   commitments,   leases,   instruments,
                    agreements,  licenses or permits, written or oral, to which
                    the  Company  is a party or by  which it or its  properties
                    are bound  (including  without  limitation  contracts  with
                    Significant   Customers,   joint  venture  or   partnership
                    agreements,   contracts   with  any  labor   organizations,
                    employment   agreements,    consulting   agreements,   loan
                    agreements,   indemnity  or  guaranty  agreements,   bonds,
                    mortgages,  options to  purchase  land,  liens,  pledges or
                    other  security  agreements)  to which the  Company and any
                    affiliate  of the  Company  or  any  officer,  director  or
                    Shareholder  of the  Company are  parties  ("Related  Party
                    Agreements");   that  may  give  rise  to   obligations  or
                    liabilities  exceeding,  during the current  term  thereof,
                    $110,000   or  that  may   generate   revenues   or  income
                    exceeding,   during  the  current  term  thereof,  $110,000
                    (collectively  with  the  Related  Party  Agreements,   the
                    "Material  Contracts"  for the purposes of this Section 4.1
                    (u)).  The Company has  delivered  to the  Purchaser at the
                    Sundog  Premises  true,  complete and correct copies of the
                    Material Contracts;

<PAGE>


            (iii)   Except to the  extent  set forth on  Schedule  4.1(u)(iii),
                    (A)  none  of  the  Company's   Significant  Customers  has
                    canceled or  substantially  reduced or, to the knowledge of
                    the  Vendor or the  Company,  is  currently  attempting  or
                    threatening  to  cancel  or   substantially   reduce,   any
                    purchases  from  the  Company,  (B)  none of the  Company's
                    Significant   Suppliers   has  canceled  or   substantially
                    reduced or, to the  knowledge of the Vendor or the Company,
                    is currently attempting to cancel or substantially  reduce,
                    the supply of  products or  services  to the  Company,  and
                    (C) the Company has  complied  with all of its  commitments
                    and  obligations  and is not in  default  under  any of the
                    Material  Contracts,  and no  notice  of  default  has been
                    received  with  respect to any thereof and (D) there are no
                    Material   Contracts  that  were  not  negotiated  at  arms
                    length.   The  Company  has  not   received   any  material
                    customer   complaints   concerning   its  products   and/or
                    services,  nor has it had any of its products returned by a
                    purchaser   thereof  except  for  normal  warranty  returns
                    consistent  with past history and those  returns that would
                    not result in a reversal of any material revenue;

            (iv)    Each Material  Contract is valid and binding on the Company
                    and is in full force and  effect and is not  subject to any
                    default  thereunder  by any party  obligated to the Company
                    pursuant  thereto.  The Company has obtained all  necessary
                    consents,  waivers and approvals of parties to any Material
                    Contracts  that are required in connection  with any of the
                    transactions  contemplated  hereby,  or are required by any
                    Governmental   Authority   or  other  third  party  or  are
                    advisable in order that any such Material  Contract  remain
                    in  effect  without  modification  after  the  transactions
                    contemplated  by this  Agreement and without giving rise to
                    any right to  termination,  cancellation or acceleration or
                    loss  of any  right  or  benefit  except  as  disclosed  in
                    Schedule 4.1(u)(iv);

            (v)     The approximate  outstanding balances on all loans or credit
                    agreements  either (A) between the Company and any person in
                    which any of the Shareholders owns a material  interest,  or
                    (B)  guaranteed by the Company for the benefit of any person
                    in which any of the Shareholders  owns a material  interest,
                    are set forth in Schedule 4.1(u)(v).; and

            (vi)    The   pledge,   hypothecation   or   mortgage   of  all  or
                    substantially  all  of  the  Company's  assets  (including,
                    without  limitation,  a pledge  of the  Company's  contract
                    rights under any  Material  Contract)  will not,  except as
                    set forth on Schedule 4.1(u)(vi),  (A) result in the breach
                    or   violation   of,   (B) constitute   a  default   under,
                    (C) create a right of termination  under,  or (D) result in
                    the creation or imposition of (or the  obligation to create
                    or impose)  any lien upon any of the assets of the  Company
                    (other  than  a  lien  created   pursuant  to  the  pledge,
                    hypothecation  or mortgage  described  at the start of this
                    Article  4.1(u)(vi))  pursuant  to  any of  the  terms  and
                    provisions  of, any Material  Contract to which the Company
                    is a party or by  which  the  property  of the  Company  is
                    bound.

<PAGE>


            (v)     Government Contracts   The Company  is  not a  party  to any
                    government  contracts  relative  to  the  provisions  of its
                    services.

            (w)     Inventory              The inventory of the Company consists
                    of raw materials and  supplies,  manufactured  and purchased
                    parts,  goods in process and finished goods, all of which is
                    merchantable  and fit  for the  purposes  for  which  it was
                    procured or manufactured,  and none of which is slow-moving,
                    obsolete, damaged, or defective, as adjusted for the passage
                    of time through the Funding Date in accordance with the past
                    custom and practice of the Company.

            (x)     Insurance              Schedules 4.1(x),  4.1(aa) and 1.1(u)
                    set forth a complete  and accurate  list,  as of the Balance
                    Sheet Date, of all insurance policies carried by the Company
                    and all insurance  claims or workmen's  compensation  claims
                    received for the past two (2) policy years.  The Company has
                    delivered to Purchaser at the Sundog Premises true, complete
                    and correct copies of all current insurance policies, all of
                    which are in full force and  effect.  All  premiums  payable
                    under all such  policies  set forth in Schedule  4.1(x) have
                    been paid and the Company is  otherwise  in full  compliance
                    with the terms of such policies.  Such policies of insurance
                    are of  the  type  and in  amounts  customarily  carried  by
                    persons  conducting   businesses  similar  to  that  of  the
                    Company. To the knowledge of the Company, there have been no
                    threatened  terminations of, or material  premium  increases
                    with respect to, any of such policies.

            (y)     Environmental Matters

                    (i)   For the purposes of this section:

                          (A)   "Environmental    Authorization"    means    all
                                licenses,     permits,     grants    or    other
                                authorizations  issued  under or pursuant to any
                                Environmental  Laws pertaining to or relating in
                                any way to the  Company,  or any of its  assets,
                                obligations or undertakings;

                          (B)   "Environmental  Investigation"  includes, but is
                                not  limited  to,  any  oral or  written  notice
                                received  by the Company  from any  Governmental
                                Authority  relating  to any  actual  or  alleged
                                Release  by  the   Company   of  any   Hazardous
                                Substance;

                          (C)   Environmental   Laws"   means   all   provisions
                                relating  to the  environment  that  are  now in
                                effect  under the common  law or any  applicable
                                federal,  provincial,  municipal  or local laws,
                                statutes,  by laws,  regulations,  rules, orders
                                (including  court orders),  judgments,  decrees,
                                ordinances,   directives   and  the   terms  and
                                conditions of the Environmental Authorizations;

                          (D)   "Hazardous   Substance"  means  a  substance  or
                                mixture    of    substances     that    exhibits
                                characteristics   of   flammability,   toxicity,
                                corrosivity  or reactivity,  including,  without
                                limitation, any contaminants, pollutants, noise,
                                dangerous substances,  liquid waste,  industrial
                                waste,  hauled liquid waste,  toxic  substances,
                                hazardous waste, hazardous materials,  hazardous
                                chemicals  and  hazardous  substances as defined
                                in,  regulated by or controlled  pursuant to any
                                Environmental Law now in effect;

<PAGE>


                          (E)   "Environmental   Claims"   means   any  and  all
                                administrative,  regulatory or judicial actions,
                                suits,   demands,   claims,  liens,  notices  of
                                non-compliance  or  violation,   investigations,
                                inspections,  inquiries or proceedings  relating
                                in  any  way to any  Environmental  Laws  or any
                                permit   or    approval    issued    under   any
                                Environmental     Laws    including,     without
                                limitation:

                               (a)    any claim by a Governmental  Authority for
                                      enforcement,  clean-up, removal, response,
                                      remedial  or  other   actions  or  damages
                                      pursuant to any Environmental Laws; and

                               (b)    any  claim  by a Person  seeking  damages,
                                      contribution,     indemnification,    cost
                                      recovery,  compensation  or  injunctive or
                                      other relief resulting from or relating to
                                      Regulated   Substances,    including   any
                                      Release  thereof,  or arising from actual,
                                      alleged  or  threatened  injury  to  human
                                      health    or    safety    (arising    from
                                      environmental    matters)    or   to   the
                                      environment;

                          (F)  the  term  "Governmental   Authority"  means  any
                               federal,  provincial,  state, regional, municipal
                               or local  government or any  department,  agency,
                               board,  tribunal  or  authority  thereof or other
                               political  subdivision thereof and any individual
                               or  group  exercising   executive,   legislative,
                               judicial,  regulatory or administrative functions
                               of, or pertaining to, government or the operation
                               thereof;

                          (G)  the term  "Release"  means  any  release,  spill,
                               emission,  leak,  pumping,  injection,   deposit,
                               disposal,   discharge,   dispersal,  leaching  or
                               migration  of  Hazardous   Substances   into  the
                               environment  including,  without limitation,  the
                               movement of Hazardous  Substances through ambient
                               air, soil, surface water, ground water, wetlands,
                               land or sub-surface strata; and

                          (H)  the   term   "Person"    means   an   individual,
                               corporation,  partnership,  trust or other  legal
                               entity and includes any Governmental Authority.

                    (ii)  Except as set forth on Schedule 4.1(y)(ii):  (A) there
                          are no outstanding orders, notices (whether written or
                          oral) or similar requirements  relating to the Company
                          issued by any  Governmental  Authority with respect to
                          any Environmental Laws, (B) there are no matters under
                          discussion  with any Person  relating to such  orders,
                          notices or similar requirements and (C) the Company is
                          not the  subject of, nor to the  Company's  knowledge,
                          being   threatened   to  be  the   subject   of,   any
                          Environmental  Investigation  or  Environmental  Claim
                          brought   under  any  federal,   provincial  or  local
                          Environmental Law or any third party claim relating to
                          environmental  conditions  on or  off  the  properties
                          owned,  leased  operated or otherwise  occupied by the
                          Company.

<PAGE>


                    (iii) Except  as  set  forth  on  Schedule  4.1(y)(ii),  the
                          business  conducted by the Company has been and now is
                          operated  in full  compliance  with all  Environmental
                          Laws,  and to the knowledge of the Company,  there are
                          no facts or  circumstances  which  are  likely to give
                          rise to any non-compliance  with any Environmental Law
                          or any Environmental Claim.

                    (iv)  Except as set  forth on  Schedule  4.1(y)(ii),  (A) no
                          Environmental  Authorizations are required to carry on
                          the  business  of the  Company and the Company has not
                          received any notice (whether oral or written) from any
                          Governmental    Authority   that   any   Environmental
                          Authorizations  are  required to carry on the business
                          of the  Company;  (B) the  Company and the Vendor have
                          not placed any underground storage tanks and Hazardous
                          Substances  and  to  the  best  of  the  Vendor's  and
                          Company's  knowledge there are no underground  storage
                          tanks and no Hazardous  Substances  are present in, on
                          or under  the lands  underlying  the  Sundog  Premises
                          (Schedule  4.1(y)(ii)  identifies all  underground and
                          aboveground  storage tanks, and the capacity,  age and
                          contents of such tanks, located on real property owned
                          or leased by the  Company),  (C) the  Company  has not
                          transported, stored, used, manufactured,  disposed of,
                          Released,  or exposed its  employees  or others to any
                          Hazardous  Substance in violation of any Environmental
                          Law in effect on or before the Funding  Date,  nor has
                          the Company  manufactured,  disposed of,  transported,
                          stored, used Released, or sold, any product containing
                          a   Hazardous    Substance   in   violation   of   any
                          Environmental Law;

                    (v)   Except  as  set  forth  on  Schedule  4.1(y)(ii),  the
                          Company has not ever been  prosecuted  or convicted of
                          an offense for  non-compliance  with any Environmental
                          Law,  nor  has it or,  to the  best  of the  Company's
                          knowledge  have  any  of  its   directors,   officers,
                          employees or agents been fined or otherwise  subjected
                          to any administrative proceeding or the subject of any
                          Environmental Investigation, alleged or confirmed as a
                          breach of any Environmental Law, in relation to either
                          of the business of the Company or the conduct  thereof
                          by or on behalf of the Company;

                    (vi)  Except as set forth on  Schedule  4.1(y)(ii),  (A) the
                          Company   has  not   received   any   notice   of  any
                          Environmental  Investigation  or  Environmental  Claim
                          from  any  Person,   including  any  notice  under  or
                          pursuant  to  any   Environmental   Law,  nor  to  the
                          Company's   knowledge   are   there   any   facts   or
                          circumstances  which  could  give  rise  to  any  such
                          notice, that the Company is a potentially  responsible
                          or liable party for any  environmental  contamination;
                          and (B) the Company has not received any notice of any
                          conditions  on or off the  properties  owned,  leased,
                          operated or  otherwise  occupied by the Company  which
                          could give rise to any liabilities,  known or unknown,
                          under any  Environmental  Law or as the  result of any
                          Environmental Claim; and

<PAGE>


                    (vii) Except as set forth on  Schedule  4.1(y)(ii),  (A) the
                          Company has not disposed of or arranged (by  contract,
                          agreement  or  otherwise)  for  the  disposal  of  any
                          Hazardous Substance that was generated, stored or used
                          by the Company at any offsite  location  that has been
                          or is listed or  proposed  for  inclusion  on any list
                          promulgated  by any  Governmental  Authority  for  the
                          purpose of  identifying  sites  which pose a danger to
                          health  and  safety,   and  (B)  there  have  been  no
                          environmental   studies,   assessments,   reports   or
                          analyses  made or  prepared in the last five (5) years
                          relating to the facilities of the Company.

    (z)     Labor and Employment Matters    Except as set forth in Schedule  4.1
            (z),   with  respect to  employees  of and  service providers to the
            Company:

            (i)     the Company is and has been in  compliance  in all  material
                    respects with all applicable laws respecting  employment and
                    employment practices, terms and conditions of employment and
                    wages and hours,  including without limitation any such laws
                    respecting employment discrimination, workers' compensation,
                    family and medical leave, and occupational health and safety
                    requirements,  and has not and is not  engaged in any unfair
                    labor practice;

            (ii)    there is not now,  nor  within  the past three (3) years has
                    there been, any unfair labor practice  complaint against the
                    Company  pending  or,  to  the  Vendor's  or  the  Company's
                    knowledge,  threatened,  before the Alberta Labor  Relations
                    Board or any other government entity;

            (iii)   there is not now,  nor  within  the past three (3) years has
                    there been, any Labour strike, slowdown or stoppage actually
                    pending  or, to the  Vendor's  or the  Company's  knowledge,
                    threatened, against or directly affecting the Company;

            (iv)    to  the  Vendor's  or  the  Company's  knowledge,  no  labor
                    representation organization effort exists nor has there been
                    any such activity within the past three (3) years;

            (v)     no grievance  or  arbitration  proceeding  arising out of or
                    under  collective  bargaining  agreements is pending and, to
                    the Vendor's or the Company's knowledge,  no claims therefor
                    exist or have been threatened;

            (vi)    the  employees  of the  Company  are not and have never been
                    represented by any labor union, and no collective bargaining
                    agreement  is binding  and in force  against  the Company or
                    currently being negotiated by the Company;

<PAGE>


            (vii)   to the Vendor's or the Company's knowledge,  no trade union,
                    council  of trade  unions,  employee  bargaining  agency  or
                    affiliated bargaining agent:

                    (A)   holds  bargaining  rights  with  respect to any of the
                          Company's  employees by way of certification,  interim
                          certification,  voluntary recognition,  designation or
                          successor rights, or

                    (B)   has applied to be certified as the bargaining agent of
                          any of the Company's employees;

            (viii)  to the Vendor's or the Company's knowledge,  no executive or
                    key  employee  or  any  group  of  employees  has  plans  to
                    terminate his, her or their employment with the Company, the
                    Company has not terminated,  laid-off or dismissed  (whether
                    actually or  constructively)  any  employees  of the Company
                    during the four (4) weeks prior to the Funding Date;

            (ix)    the Company does not have any written employment  agreement
                    with any person  whomsoever  except such  agreements as are
                    listed in Schedule 4.1(z)(viii),  which Schedule sets forth
                    a complete and accurate  list, as of March 15, 1999, of all
                    employees  of  the  Company,  their  respective  positions,
                    dates of hire  with the  Company  (or any  predecessors  in
                    interest  thereof),  current  salaries,  benefits and other
                    remunerations  and  dates  of last  salary  increases,  and
                    indicates  which employees are parties to a written or oral
                    agreement  of  employment  (including  confidentiality  and
                    non-competition agreements);

            (x)     there have been no claims or  allegations  brought  against
                    the  Company  or  any  officer,  director,  Shareholder  or
                    employee  of the  Company or any other  Person with whom an
                    employee may have  dealings  through his or her  employment
                    by the  Company,  with  respect to  employment,  employment
                    practices or terms or conditions of employment,  including,
                    without  limiting the generality of the  foregoing,  claims
                    alleging sexual harassment or discrimination;

            (xi)    all  liabilities  due and  payable on or before the Funding
                    Date with  respect to present  or former  employees  of the
                    Company  have  been  paid  or  shall  be paid in full on or
                    before the Funding Date, including premiums  contributions,
                    remittance  and  assessments  for  unemployment  insurance,
                    Canada Pension Plan,  income tax, workers  compensation and
                    any  other  related  legislation,   accrued  wages,  Taxes,
                    salaries, commissions and Benefit Plan payments;

            (xii)   all vacation pay,  bonuses,  commission and other emoluments
                    relating to the  employees  of the  Company  are  accurately
                    reflected  in all  respects  and have  been  accrued  in the
                    financial records of the Company; and

<PAGE>


            (xiii)  the Company has not entered into any  agreement  with any of
                    its  employees   with  respect  to   termination   of  their
                    employment,  and the Company has no  obligation to reinstate
                    any employees or former employees.

      (aa)  Employee Benefit Plans

            (i)   Except as  disclosed in Schedule  4.1(aa),  the Company is not
                  bound by or a party to:

                    (A)   any benefit  plan  including,  without  limiting  the
                          generality  of  the  foregoing,   any  pension  plan,
                          retirement  savings  plan,  retirement   compensation
                          arrangement,   salary  deferral  arrangement,  health
                          care plan or deferred  profit  sharing  plan,  or any
                          benefit   arrangement,    obligation,    custom,   or
                          practice,  whether  or not  legally  enforceable,  to
                          provide benefits,  other than salary, as compensation
                          for   services   rendered,   to   present  or  former
                          directors,    employees,   agents,   or   independent
                          contractors    including,    without   limiting   the
                          generality of the foregoing,  employment  agreements,
                          severance    agreements,    executive    compensation
                          arrangements,  incentive  programs  or  arrangements,
                          sick leave,  vacation  pay,  severance  pay policies,
                          plant  closing  benefits,   salary  continuation  for
                          disability,   consulting,   or   other   compensation
                          arrangements,   workers'  compensation,   retirement,
                          deferred   compensation,   bonus,   stock  option  or
                          purchase,  hospitalization,  medical insurance,  life
                          insurance,   tuition   reimbursement  or  scholarship
                          programs,  any plans  providing  benefits or payments
                          in the  event  of a  change  of  control,  change  in
                          ownership,   or   sale  of  a   substantial   portion
                          (including  all or  substantially  all) of the assets
                          of any  business  or  portion  thereof,  in each case
                          with  respect  to any  present  or former  employees,
                          directors,  or agents  maintained  by or on behalf of
                          the  Company  or any of its  Subsidiaries  for any of
                          their employees (each, a "Benefit Plan");

                    (B)   any  liability  for any  unfunded  obligation  for any
                          benefit  or  compensation  for  employees   including,
                          without limiting the generality of the foregoing,  any
                          profit sharing plans; or

                    (C)   any liability for any contingent obligation which will
                          become  an  obligation  upon  the  Closing  including,
                          without limiting the generality of the foregoing,  any
                          retirement   allowance  or   retirement   compensation
                          arrangement.

            (ii)  Subject to Schedule  4.1 (aa),  all Benefit  Plans  listed in
                  Schedule  4.1(aa) have been duly  registered  where  required
                  by,  and  are  in  good  standing   under,   all   applicable
                  legislation  including,  without  limiting the  generality of
                  the foregoing,  the Income Tax Act and the Employment Pension
                  Plans Act (Alberta),  as amended,  and all required  employer
                  contributions  under each Benefit Plan have been made and the
                  applicable  funds  have been  funded in  accordance  with the
                  terms  of  such  Benefit  Plan  and no past  service  funding
                  liabilities exist thereunder;

<PAGE>


            (iii) With respect to each Benefit Plan, true, correct, and complete
                  copies  of  all  the  following   documents,   to  the  extent
                  applicable,  have been  delivered to Purchaser or its designee
                  at the Sundog Premises:

                 (A)    all documents  constituting the Benefit Plans, including
                        but  not  limited  to,   trust   agreements,   insurance
                        policies,  service  agreements,  and formal and informal
                        amendments thereto;

                 (B)    the most recent summary plan description;

                 (C)    the most recent written descriptions for all non-written
                        agreements relating to any such plan or arrangement;

                 (D)    all annual  reports  submitted  within the two (2) years
                        preceding the Funding Date.

                 (E)    all notices of non-compliance that were given within the
                        two  (2)  years   preceding  the  Funding  Date  by  any
                        Governmental Authority with respect to any Benefit Plan;
                        and

                 (F)    employee  manuals or handbooks  containing  personnel or
                        employee relations policies.


            (iv)  Subject to Schedule 4.1 (aa),  there are no pending  claims or
                  lawsuits  by,  against,  or relating to any Benefit  Plan that
                  would, if successful,  result in liability of the Company, and
                  no claims or lawsuits have been  asserted,  instituted  or, to
                  the  knowledge  of the Vendor or the Company,  threatened  by,
                  against,  or relating to any Benefit Plan,  against the assets
                  of any trust or other  funding  arrangement  under any Benefit
                  Plan,  by or against the Company  with  respect to any Benefit
                  Plan, or by or against the plan administrator or any fiduciary
                  of any  Benefit  Plan,  and to the  Vendors  or the  Company's
                  knowledge there are no facts that could form the basis for any
                  such claim or lawsuit; and

            (v)   No Benefit Plan  contains  any  provision or is subject to any
                  law that would prohibit the transactions  contemplated by this
                  Agreement  or that would give rise to any vesting of benefits,
                  severance,  termination, or other payments or liabilities as a
                  result of the transactions contemplated by this Agreement.

      (bb)  Taxes         Except as set forth in Schedule 4.1(bb):

<PAGE>


            (i)     The  Company  has  filed or  caused to be filed on a timely
                    basis  with  the   appropriate   federal,   provincial   or
                    municipal  Governmental  Authority all Tax Returns required
                    to be filed on or before  the  Funding  Date;  all such Tax
                    Returns,  as filed,  are true,  complete and correct in all
                    respects  and fully  disclose  the  income  tax,  expenses,
                    deductions  and  credits  to the extent  permitted  by law;
                    none of such Tax  Returns has been  amended;  all Taxes due
                    and  payable or  remittable  with  respect  to the  periods
                    reflected  on  such  Tax  Returns,   all   assessments  and
                    reassessments   and  all   tax   installments   and   other
                    remittances  required to be made on or prior to the Funding
                    Date have been or will be fully paid  prior to the  Funding
                    Date; there are no pending  assessments or reassessments in
                    respect  of a  preceding  taxation  year or  other  taxable
                    period  or  any  audits  or   investigations  in  progress,
                    pending or  threatened  (either  in  writing  or  verbally,
                    formally  or  informally),  by any  Governmental  Authority
                    against the  Company or any of its assets  with  respect to
                    any  Taxes;  there  are no  agreements,  waivers  or  other
                    arrangements  providing  for  an  extension  of  time  with
                    respect to the filing,  assessment or  reassessment  of any
                    Taxes payable by the Company;  there are no agreements with
                    any federal,  provincial or municipal taxing authority that
                    may affect the subsequent  Tax  liabilities of the Company;
                    the reserves and  provisions  for Taxes on the books of the
                    Company are  adequate  for all Taxes which have been or may
                    in  the  future  be  assessed  or  reassessed  against  the
                    Company with respect to the appropriate  periods then ended
                    and all periods prior thereto;

            (ii)    The Company (A) has  withheld for each payment made to each
                    of  its  present  and  former   employees,   officers   and
                    directors and to any  non-resident  of Canada the amount of
                    any Taxes  and other  deductions  required  to be  withheld
                    therefrom,  (B) has paid the same to the proper  Government
                    Authority  within  the  time  periods  required  under  any
                    applicable  legislation,  and (C)  has  complied  with  all
                    information reporting and backup withholding  requirements,
                    including  maintenance  of required  records  with  respect
                    thereto,  in connection  with amounts paid to any employee,
                    independent contractor, creditor, or other third party;

            (iii)   The income tax liabilities of the Company have been assessed
                    for all taxation years up to and including the taxation year
                    ended July 31, 1998; true and complete copies of the federal
                    and  provincial  Tax Returns for the Company for each of the
                    fiscal  years ended July 31, 1998,  1997,  1996 and 1995 and
                    copies of all assessments and reassessments relating to such
                    taxation  years  have been  delivered  to  Purchaser  or its
                    representatives;

            (iv)    The  income  tax  liabilities  of  Sundog  Digital  Printing
                    Limited have been assessed for the taxation years ended July
                    31, 1996 and July 31, 1995;  true and complete copies of the
                    federal  and  provincial  Tax  Returns  for  Sundog  Digital
                    Printing Limited for each of the fiscal years ended July 31,
                    1996  and   1995  and   copies   of  all   assessments   and
                    reassessments  relating  to such  taxation  years  have been
                    delivered to the Purchaser or its representatives;

<PAGE>


           (v)      No amount  in  respect  of any  outlay  or  expense  that is
                    deductible  for the purposes of computing  the income of the
                    Company  for the  purposes  of the  Income  Tax Act has been
                    owing by the  Company  for longer  than two (2) years to any
                    person or entity  with whom the  Company  was not dealing at
                    arm's length (for the purposes of the Income Tax Act) at the
                    time that outlay or expense was incurred;

            (vi)    The  Company  has  not,   either   directly  or  indirectly,
                    transferred property to or acquired property from any person
                    or entity with whom it was not dealing at arm's  length (for
                    the purposes of the Income Tax Act) for consideration  other
                    than  consideration  equal to the fair  market  value of the
                    property  at the  time  of the  disposition  or  acquisition
                    thereof;

            (vii)   The Company has not claimed a deduction  with  respect to an
                    outlay or expense which  Revenue  Canada may disallow in the
                    circumstances;

            (viii)  All amounts of  consideration  paid or agreed to be paid by
                    the Company with respect to the  acquisition  from, the use
                    or reproduction of property of, or services  rendered by, a
                    non-resident  of Canada not  dealing at arm's  length  with
                    the Company  for the  purposes of and within the meaning of
                    the  Income  Tax Act have  been no  greater  than  would be
                    considered  reasonable  in  the  circumstances  where  such
                    non-resident  would be  dealing at arm's  length  with such
                    entity;

            (ix)    All amounts of  consideration  paid or agreed to be paid to
                    the Company with respect to the  acquisition by, the use or
                    reproduction of property by, loan to, or services  rendered
                    to, a non-resident  of Canada with whom the Company was not
                    dealing at arm's  length for the purposes of and within the
                    meaning  of the  Income Tax Act have been equal to at least
                    an  amount  which  would  be   considered   reasonable   in
                    circumstances  where such non-resident  would be dealing at
                    arm's length with such entity;

            (x)     There are no circumstances  which exist and would result in,
                    or which have existed and resulted in, any of sections 80 to
                    and  including  section 80.04 of the Income Tax Act applying
                    to the Company;

            (xi)    The Company  has not been a party to an election  made under
                    section 83 nor has the  Company  been a party to an election
                    under section 85 of the Income Tax Act;

            (xii)   The Company is a registrant for the purposes of the ETA; the
                    Company is not a financial institution within the meaning of
                    the ETA;

            (xiii)  The Company has not made any elections under the ETA;

            (xiv)   All  applicable  retail sales tax was paid by the Company on
                    the initial acquisition of its tangible personal property;

<PAGE>


            (xv)    During the three years prior to the Funding Date,  except as
                    set forth in Schedule 4.1(bb),  the Company (A) has not ever
                    done business in, or currently  does not do business in, the
                    United States of America, and (B) has not ever filed, or has
                    no obligation  to file,  any Tax Return in the United States
                    of America;

            (xvi)   The amount of the  Company's  liability for unpaid Taxes as
                    of the Balance  Sheet Date did not exceed the amount of the
                    current  liability  accruals for Taxes (excluding  reserves
                    for  deferred  Taxes) shown on the Balance  Sheet,  and the
                    amount of the Company's  liability for unpaid Taxes for all
                    periods or portions  thereof ending or deemed to have ended
                    on or before the Effective  Date will not exceed the amount
                    of the  current  liability  accruals  for Taxes  (excluding
                    reserves   for  deferred   Taxes)  as  such   accruals  are
                    reflected  on the books and records of the Company  made as
                    of the Effective Date;

            (xvii)  The Company  has filed all  reports and has created  and/or
                    retained   all  records   required   with  respect  to  its
                    ownership by and transactions  with related  parties.  Each
                    related  person  required to maintain  records with respect
                    to  transactions  between the  Company and related  persons
                    has  maintained  such  records.   All  documents  that  are
                    required to be created and/or  preserved by related persons
                    with respect to transactions  with the Company were created
                    and are maintained as required by law;

            (xviii) The  Company  currently   utilizes  the  accrual  method  of
                    accounting  for  income  tax  purposes  and such  method  of
                    accounting has not changed in the past five (5) years;

            (xix)   No  deficiencies  exist or have been  asserted  (either  in
                    writing  or  verbally,   formally  or  informally)  or  are
                    expected  to be  asserted  with  respect  to  Taxes  of the
                    Company and the Company has not received  notice (either in
                    writing or verbally,  formally or informally)  and does not
                    expect  to  receive  notice  that  it has  not  filed a Tax
                    Return or paid  Taxes  required  to be filed or paid by it;
                    the Company is not a party to any action or proceeding  for
                    assessment or  collection  of Taxes,  and no such event has
                    been   asserted  or   threatened   (either  in  writing  or
                    verbally,  formally or  informally)  against the Company or
                    any of its assets;

            (xx)    There are (and as of immediately  following the Funding Date
                    there  will  be) no  Liens  on  the  assets  of the  Company
                    relating to or attributable to Taxes;

            (xxi)   To the  Company's  knowledge,  there  is no  basis  for  the
                    assertion  of any claim  relating or  attributable  to Taxes
                    which, if adversely determined,  would result in any Lien on
                    the  assets of the  Company  or  otherwise  have an  adverse
                    effect on the Company or its business;

<PAGE>


            (xxii)  None of the  Company's  assets are  leased  from or to a Tax
                    exempt entity under the Income Tax Act (or  comparable  laws
                    of any jurisdiction);

            (xxiii) There are no contracts,  agreements,  plans or arrangements,
                    including  but  not  limited  to  the   provisions  of  this
                    Agreement,  covering any employee or former  employee of the
                    Company that, individually or collectively,  could give rise
                    to the payment of any amount (or portion thereof) that would
                    not be  deductible  pursuant  to Sections 9, 18, 20 or 68 of
                    the Income Tax Act (or comparable laws of any jurisdiction);

            (xxiv)  The  Company is not nor has it ever  been,  a party to a Tax
                    indemnity agreement, and the Company has not assumed the Tax
                    liability of any other Person under contract;

            (xxv)   The  Company's  Tax basis in their  assets for  purposes  of
                    determining  their  future  amortization,  depreciation  and
                    other income tax  deductions is accurately  reflected on the
                    Company's books and records;

            (xxvi)  The  Company  has no  net  operating  losses  or  other  Tax
                    attributes presently subject to limitation under Section 111
                    of  the   Income  Tax  Act  (or   comparable   laws  of  any
                    jurisdiction); and

            (xxvii) The Company has filed or caused to be filed, within the time
                    and manner provided by the Income Tax Act, any necessary tax
                    elections,  pursuant  thereto  that  relate to the amount of
                    taxable  income  reported  in  any  tax  returns  filed  for
                    taxation years ending on or before the Effective Date.

      (cc)  Conformity with Law; Litigation

            (i)     The Company has not  violated any law or  regulation  or any
                    order of any  court or  federal,  provincial,  municipal  or
                    other governmental  department,  commission,  board, bureau,
                    agency or instrumentality having jurisdiction over it;

            (ii)    Except as set out on Schedule  4.1(cc)(ii)  no  Shareholder
                    has, at any time:  (i)  committed  any criminal act (except
                    for minor  traffic  violations);  (ii)  engaged  in acts of
                    fraud,  dishonesty,  gross  negligence or moral  turpitude;
                    (iii)  filed  for  personal  bankruptcy;  or  (iv)  been an
                    officer,   director,   manager,   trustee  or   controlling
                    shareholder  of  a  company  that  made  an  assignment  in
                    bankruptcy; and

            (iii)   Except as set forth on Schedule 4.1(cc)(iii),  there are no
                    claims,  actions, suits or proceedings,  pending or, to the
                    knowledge  of the  Vendor  or the  Company,  threatened  or
                    commenced  against or  affecting  the Vendor or the Company
                    at  law  or  in  equity,  or  before  or  by  any  federal,
                    provincial,  municipal  or other  governmental  department,
                    commission,   board,  bureau,   agency  or  instrumentality
                    having  jurisdiction  over it and no notice  of any  claim,
                    action, suit or proceeding,  whether pending or threatened,
                    has  been  received.   There  are  no  judgments,   orders,
                    injunctions,   decrees,  stipulations  or  awards  (whether
                    rendered  by  a  court  or  administrative   agency  or  by
                    arbitration)  against  the Vendor or the Company or against
                    any of its properties or business.

<PAGE>


      (dd)   Intentionally left blank.

      (ee)  Absence of Changes  Since the Balance  Sheet  Date,  the Company has
            conducted  its  business  in the  ordinary  course  and,  except  as
            contemplated herein or as set forth on Schedule 4.1(ee) or disclosed
            herein, there has not been:

            (i)     any change,  by itself or together with other changes,  that
                    has  materially   adversely   affected,   or  is  likely  to
                    materially  adversely  affect,  the  business,   operations,
                    affairs, prospects, properties, assets, profits or condition
                    (financial or otherwise) of the Company;

            (ii)    any damage,  destruction  or loss (whether or not covered by
                    insurance) adversely affecting the properties or business of
                    the Company;

            (iii)   any change in the  authorized  capital of the  Company or in
                    its  outstanding  securities  or any change in its ownership
                    interests  or any  grant of any  options,  warrants,  calls,
                    conversion rights or commitments;

            (iv)    any  declaration or payment of any dividend or  distribution
                    in  respect  of  the  shares,  or  any  direct  or  indirect
                    redemption,  purchase  or  other  acquisition  of any of the
                    shares of the Company;

            (v)     any increase in the compensation,  bonus, sales commissions
                    or fee  arrangements  payable  or to become  payable by the
                    Company to any of its  officers,  directors,  Shareholders,
                    employees,  consultants or agents,  except for ordinary and
                    customary  bonuses and salary  increases  for  employees in
                    accordance with past practice,  nor has the Company entered
                    into or amended  any  Employee  Benefit  Plan,  employment,
                    severance or other  agreement  relating to  compensation or
                    fringe benefits;

            (vi)    any work interruptions, labor grievances or claims filed, or
                    any similar event or condition of any character,  materially
                    adversely  affecting the business or future prospects of the
                    Company;

            (vii)   any sale or transfer,  or any agreement to sell or transfer,
                    any  material  assets,  property or rights of the Company to
                    any person,  including  without  limitation the shareholders
                    and their Affiliates;

            (viii)  any cancellation,  or agreement to cancel,  any indebtedness
                    or other obligation owing to the Company,  including without
                    limitation   any   indebtedness   or   obligation   of   the
                    Shareholders and their Affiliates, provided that the Company
                    may  negotiate  and adjust bills in the course of good faith
                    disputes  with  customers in a manner  consistent  with past
                    practice;

<PAGE>


            (ix)    any plan, agreement or arrangement granting any preferential
                    rights to  purchase  or acquire  any  interest in any of the
                    assets,  property  or rights  of the  Company  or  requiring
                    consent of any party to the transfer and  assignment  of any
                    such assets, property or rights;

            (x)     any  purchase  or  acquisition  of,  or  agreement,  plan or
                    arrangement to purchase or acquire, any property,  rights or
                    assets  outside of the  ordinary  course of  business of the
                    Company;

            (xi)    any waiver of any material rights or claims of the Company;

            (xii)   any  breach,   amendment  or  termination  of  any  material
                    contract, agreement, license, permit or other right to which
                    the Company is a party;

            (xiii)  any  transaction by the Company  outside the ordinary course
                    of business;

            (xiv)   any capital commitment by the Company,  either  individually
                    or in the aggregate, exceeding $110,000;

            (xv)    any change in accounting methods or practices (including any
                    change in depreciation or amortization policies or rates) by
                    the Company or the  revaluation by the Company of any of its
                    assets;

            (xvi)   any creation or  assumption  by the Company of any mortgage,
                    pledge,  security  interest or lien or other  encumbrance on
                    any asset (other than liens  arising  under  existing  lease
                    financing  arrangements which are not material and liens for
                    Taxes not yet due and payable);

            (xvii)  any entry into, amendment of, relinquishment, termination or
                    non-  renewal  by  the  Company  of  any   contract,   lease
                    transaction,   commitment   or  other  right  or  obligation
                    requiring  aggregate  payments  by the  Company in excess of
                    $110,000;

            (xviii) any loan by the  Company  to any  Person,  incurring  by the
                    Company of any indebtedness,  guaranteeing by the Company of
                    any indebtedness, issuance or sale of any debt securities of
                    the  Company  or  guaranteeing  of any  debt  securities  of
                    others; or

            (xix)   negotiation  or  agreement  by the Company or any officer or
                    employee  thereof to do any of the things  described  in the
                    preceding clauses (i) through (xix) (other than negotiations
                    with  Purchaser  and  its   representatives   regarding  the
                    transactions contemplated by this Agreement).

<PAGE>


      (ff)  Disclosure        All   written   agreements,   lists,   schedules,
            instruments,    exhibits,   documents,    certificates,    reports,
            statements  and other  writings  furnished  to  Purchaser  pursuant
            hereto or in  connection  with this  Agreement or the  transactions
            contemplated  hereby,  are and will be complete and accurate in all
            material  respects.  No  representation  or warranty by the Vendor,
            the  Company  or  517244  contained  in  this  Agreement,   in  the
            Schedules attached hereto or in any certificate  furnished or to be
            furnished  by the  Vendor,  the Company or 517244 to  Purchaser  in
            connection  herewith or pursuant  hereto  contains or will  contain
            any untrue  statement  of a material  fact or omits or will omit to
            state any material  fact  necessary in order to make any  statement
            contained  herein  or  therein  not  misleading.  There  is no fact
            known to the  Vendor,  the  Company  or  517244  that has  specific
            application  to the  Vendor,  the  Company  and 517244  (other than
            general  economic  or  industry  conditions)  and  that  materially
            adversely affects or, as far as the Vendor,  517244 and the Company
            can  reasonably   foresee,   materially   threatens,   the  assets,
            business, prospects,  financial condition, or results of operations
            of the  Company  that has not been set forth in this  Agreement  or
            any Schedule hereto.

      (gg)  Predecessor Status;       Schedule  4.1(gg) sets forth a listing of
            all legal  names,  trade  names,  fictitious  names or other  names
            (including,   without   limitation,   any  names  of  divisions  or
            operations)  of the  Company and all of its  predecessor  companies
            during the  five-year  period  immediately  preceding  the Closing,
            including  without  limitation  the names of any entities from whom
            the  Company  has  acquired  material  assets.  During the five (5)
            year period  immediately  preceding  the  Closing,  the Company has
            operated only under the names set forth on  Schedule 4.1(gg) in the
            jurisdiction  or  jurisdictions  set forth on Schedule  4.1(gg) and
            has not been a subsidiary or division of another  corporation  or a
            part of an acquisition which was later rescinded.

      (hh)  Location of Chief  Executive  Offices The Company's  chief executive
            offices are located at 1311 - 9 Avenue S.W., Calgary, Alberta.

      (ii)  Location of Equipment and Inventory   All  inventory  and equipment
            held on the date  hereof by the  Company  is  located at either the
            Sundog  Premises or at 2320 - 35th Avenue  N.E.,  Calgary or at the
            premises of Coast Paper in Calgary.  For purposes of this  section,
            (a) the  term  "inventory"  shall mean any  inventory  of  whatever
            nature  owned by the  Company as of the date  hereof,  and,  in any
            event,   shall   include,   but  shall  not  be  limited   to,  all
            merchandise,  inventory and goods wherever  located,  together with
            all  goods,  supplies,  incidentals,  packaging  materials  and any
            other items used or usable in manufacturing,  processing, packaging
            or  shipping  the same;  in all  stages of  production  -- from raw
            materials  through  work-in-process  to finished goods; and (b) the
            term  "equipment"  shall mean any  equipment of any nature owned by
            the  Company  as of the  date  hereof,  and,  in any  event,  shall
            include,  but shall not be limited  to, all  machinery,  equipment,
            furnishings,  fixtures and vehicles  owned by the Company as of the
            date  hereof,  wherever  located,  together  with all  attachments,
            components,  parts,  equipment and accessories installed thereon or
            affixed thereto.

<PAGE>


      (jj)  Year 2000 Compliance          The Company is currently undergoing a
            Year 2000 compliance review but has not yet completed same. As such,
            the Company may not be Year 2000 Compliant and Ready. To the best of
            the  knowledge  of the Vendor,  the Company and 408443 no  customer,
            supplier of the Company or party with whom the Company has  business
            dealings  has  notified  the Company that they are not or may not be
            Year 2000  Compliant and Ready.  Schedule  4.1(jj)  appends  various
            reports on Year 2000 Compliance and a Company internal memorandum in
            regard to Year 2000 Compliance.

4.2         Remenda's Representations and Warranties

            The Vendor represents and warrants to the Purchaser that:

      (a)   517244 is a corporation duly  amalgamated,  organized and subsisting
            under  the laws of  Alberta  as a  private  company  as that term is
            defined in the Securities Act (Alberta) with the corporate  power to
            own its  assets  and to  carry  on its  business  and has  made  all
            necessary  filings under all  applicable  corporate,  securities and
            taxation laws or any other laws to which 517244 is subject;

      (b)   the authorized  capital of 517244  consists of 25,000 Class A Common
            Shares,  25,000  Class B Common  Shares  and  unlimited  number of C
            Preferred  Shares  which as of the Funding  Date there is issued and
            outstanding the following as fully-paid and non-assessable:




                      Shares                  Beneficial and Registered Owner
                      ------                  -------------------------------
            100 Class "A" Shares                           Vendor

      (c)   The  Vendor is the  beneficial  and  registered  owner of the shares
            referred to in Section 3.2(b) above which, at the Funding Date, will
            be free and clear of all Liens and any other rights of others;

      (d)   The Vendor has good and sufficient  power,  authority,  and right to
            enter into and deliver this  Agreement and as at the Funding Date to
            transfer the legal and beneficial  title and ownership of the 517244
            Shares  to the  Purchaser  free and clear of all Liens and any other
            rights of others;

      (e)   there is no contract,  option or any other right of another  binding
            upon or which at any time in the future may become binding upon:

            (i)     The  Vendor  to  sell,  transfer,  assign,  pledge,  charge,
                    mortgage or in any other way  dispose of or encumber  any of
                    the 517244 Shares other than  pursuant to the  provisions of
                    this Agreement, or

            (ii)    to allot or issue any of the unissued shares of 517244 or to
                    create any additional class of shares.

      (f)   neither the entering into nor the delivery of this Agreement nor the
            completion of the transactions  contemplated hereby by the Vendor or
            by 517244 will result in the violation of:

<PAGE>


            (i)     any  of  the  provisions  of the  constating  documents  or
                    by-laws of 517244,

            (ii)    any agreement or other instrument to which 517244 is a party
                    or by which 517244, is bound, or

            (iii) any applicable law, rule or regulation.

      (g)   at the Funding Time,  the sole asset of 517244 will be 100 Class "A"
            Shares in the  capital  of the  Company  registered  in its name and
            517244 will be the owner of such  assets with a good and  marketable
            title, free and clear of all Liens and any other rights of others;

      (h)   as at the Funding  Date,  there will be no  outstanding  liabilities
            against 517244 other than the 517244 Shareholders Loan;

      (i)   517244  is not a party to any  contract  or  contractual  commitment
            other than those  agreements  entered  into in  accordance  with the
            terms of this Agreement;

      (j)   517244 is not a party to or bound by any guarantee, indemnification,
            surety or similar obligation other than guarantees granted on behalf
            of the Company;

      (k)   517244 is not a party to any lease or  agreement  in the nature of a
            lease for real property, whether as lessor or lessee;

      (l)   as of the  Funding  Date,  and except for the shares it holds in the
            Company,  517244  will  not  have any  Subsidiaries  or  agreements,
            options or  commitments  to acquire any shares or  securities of any
            corporation  or to acquire or lease any  business  operations,  real
            property or assets;

      (m)   there  are  no  actions,  suits  or  proceedings  (whether  or  not
            purportedly on behalf of 517244)  pending or threatened  against or
            adversely  affecting,  or which could adversely  affect,  517244 or
            any of its assets before or by any federal,  provincial,  municipal
            or  other  governmental  court,  department,   commission,   board,
            bureau, agency or instrumentality,  domestic or foreign, whether or
            not  insured,  and  which  might  involve  the  possibility  of any
            judgment or liability against 517244;

      (n)   517244  is  conducting   its  business  in   compliance   with  all
            applicable laws, rules, regulations,  notices, approvals and orders
            of Canada and of the  Province  of Alberta  and all  municipalities
            thereof in which its  business  is carried  on, is not in  material
            breach of any such laws, rules, regulations,  notices, approvals or
            orders and is duly  licensed,  registered  or  qualified,  and duly
            possesses all material permits,  in the Province of Alberta and all
            municipalities  thereof in which 517244  carries on its business to
            enable  its  business  to be carried  on as now  conducted  and its
            assets to be owned,  leased and  operated,  and all such  licences,
            registrations,  qualifications and permits are valid and subsisting
            and in good  standing  and none of the same  contains or is subject
            to any term,  provision,  condition or limitation  which has or may
            have a material  adverse effect on the operation of its business or
            which may  materially  adversely  change or terminate such licence,
            registration,  qualification  or permit by virtue of the completion
            of the transactions contemplated hereby; and

<PAGE>


      (o)   517244 does not have any  liability,  obligation or commitment  for
            the  payment  of income  taxes,  corporation  capital  taxes or any
            other  taxes or duties of  whatever  nature or kind or  interest or
            penalties  with respect  thereto,  except such as are  disclosed in
            the  517244  financial  statements  or such taxes or duties not yet
            due as  have  arisen  since  the  date  of  last  517244  financial
            statements  in the usual and  ordinary  course of business  and for
            which  adequate  provision in the accounts of 517244 has been made.
            517244  is  not  in   arrears   with   respect   to  any   required
            withholdings,  remittances  or  instalment  payments  of any tax or
            duty of any kind and has not filed any waiver  for a taxation  year
            under the Income Tax Act or any other  legislation  imposing tax on
            it.  517244 has, at the  prescribed  times,  filed all tax returns,
            information  returns and schedules  thereto required to be filed by
            it in all applicable  jurisdictions.  All such tax returns properly
            reflect,  and do not in any respect understate,  the taxable income
            or the  liability  for taxes of 517244 in a relevant  taxation year
            or  calendar   year.   Without   limiting  the  generality  of  the
            foregoing,  517244 is in compliance with all  registration,  timely
            reporting,  and remittance obligations in respect of all provincial
            and federal sales tax  legislation  and the goods and services tax.
            There   are  no   actions,   suits,   or   other   proceedings   or
            investigations  or  claims  in  progress,   pending  or  threatened
            against 517244 in respect of any taxes,  governmental  charges,  or
            assessments and, in particular,  there are no currently outstanding
            reassessments or written  enquiries that have been issued or raised
            by  any  governmental   authority   relating  to  any  such  taxes,
            governmental  charges  and  assessments.  To the  knowledge  of the
            Vendor and 517244,  there is no basis for any adverse  reassessment
            by  any  taxing   authority  for  any  year   remaining   open  for
            reassessment.

                                    ARTICLE 5
                  PURCHASER'S REPRESENTATIONS AND WARRANTIES

5.1         Purchaser's Representations

            The Purchaser represents and warrants to the Vendor that:

      (a)   Corporate  Standing The Purchaser is a corporation  duly  organized,
            validly existing and in good standing under the laws of the Province
            of Ontario,  and is duly  authorized  and  qualified  to do business
            under all  applicable  laws,  regulations,  ordinances and orders of
            public authorities to carry on its business in the places and in the
            manner as now conducted.

      (b)   Authorization; Validity of Obligations     The representative of the
            Purchaser executing this Agreement has all requisite corporate power
            and  authority to enter into and bind the  Purchaser to the terms of
            this  Agreement.  The Purchaser has the full legal right,  power and
            corporate   authority   to  enter  into  this   Agreement   and  the
            transactions contemplated hereby. The execution and delivery of this
            Agreement by the Purchaser and the  performance  by the Purchaser of
            the  transactions  contemplated  herein  has been  duly and  validly
            authorized  by the  Board of  Directors  of the  Purchaser  and this
            Agreement  has been duly and  validly  authorized  by all  necessary
            corporate  action.  This  Agreement  is a legal,  valid and  binding
            obligation  of the  Purchaser  enforceable  in  accordance  with its
            terms; and

<PAGE>


      (c)   No  Conflicts    The execution, delivery  and  performance  of  this
            Agreement,  the consummation of the transactions herein contemplated
            hereby and the fulfillment of the terms hereof will not:

            (i)     conflict  with,  or result in a breach or  violation of the
                    constating documents or by-laws of the Purchaser;

            (ii)    conflict with, or result in a default (or would  constitute
                    a default but for a requirement  of notice or lapse of time
                    or both) under any document,  agreement or other instrument
                    to  which  the  Purchaser  is a  party,  or  result  in the
                    creation  or   imposition   of  any  Lien  on  any  of  the
                    Purchaser's   properties   pursuant   to  (A)  any  law  or
                    regulation  to which the  Purchaser  or any of its property
                    is subject,  or (B) any judgment,  order or decree to which
                    the Purchaser is bound or any of its property is subject;

            (iii)   result in  termination  or any  impairment  of any  material
                    permit,  license,  franchise,  contractual  right  or  other
                    authorization of the Purchaser;

            (iv)    violate any law, order, judgment,  rule, regulation,  decree
                    or ordinance to which the Purchaser is subject,  or by which
                    the Purchaser is bound including,  without  limitation,  the
                    Investment Canada Act.


                                    ARTICLE 6
                                    COVENANTS

6.1         Taxes

            The   following   provisions   shall   govern  the   allocation   of
responsibility  as between  the Company  and  517244,  on the one hand,  and the
Vendor, on the other, for certain tax matters following the Effective Date:

      (a)   The Vendor shall  prepare or cause to be prepared and file or cause
            to be filed,  within  the time and in the manner  provided  by law,
            all Tax Returns of the  Company  and 517244 for all fiscal  periods
            ending on or deemed to have ended on or before the  Effective  Date
            that are due after the  Effective  Date.  The  Vendor  shall pay to
            the  Company  and 517244 on or before the date of such Tax  Returns
            the  amount of all Taxes  shown as due on such Tax  Returns  to the
            extent that such Taxes are not  reflected in the current  liability
            accruals for Taxes  (excluding  reserves for deferred  Taxes) shown
            on the  books  and  records  of the  Company  and  517244 as of the
            Effective  Date.  Such  Returns  shall  be  prepared  and  filed in
            accordance  with  applicable  law and in a manner  consistent  with
            past  practices  and shall be  subject to review  and  approval  by
            Purchaser.  To the  extent  reasonably  requested  by the Vendor or
            required by law,  Purchaser shall  participate in the filing of any
            Tax Returns filed pursuant to this paragraph;

<PAGE>


     (b)    The  Purchaser,  the Company, and 517244 on one hand, and the Vendor
            on  the  other  hand,  shall  (A)  cooperate  fully,  as  reasonably
            requested,  in  connection  with the  preparation  and filing of Tax
            Returns  pursuant to this Section 6.1 and any audit,  litigation  or
            other  proceeding  with respect to Taxes;  (B) make available to the
            other,  as  reasonably  requested,   all  information,   records  or
            documents  with respect to Tax matters  pertinent to the Company and
            517244 for all periods  ending prior to or including  the  Effective
            Date; and (C) preserve information, records or documents relating to
            Tax  matters  pertinent  to the  Company and 517244 that is in their
            possession  or under  their  control  until  the  expiration  of any
            applicable statue of limitations or extensions thereof;

      (c)   The Vendor shall timely pay all transfer,  documentary,  sales, use,
            stamp,  registration  and  other  Taxes and fees  applicable  to the
            Vendor arising from or relating to the transactions  contemplated by
            this Agreement, and the Vendor shall, file all necessary Tax Returns
            and  other   documentation  with  respect  to  all  such  transfers,
            documentary,  sales,  use stamp,  registration,  and other Taxes and
            fees.  If required by  applicable  law the Purchaser and the Company
            will  join in the  execution  of any  such  Tax  Returns  and  other
            documentation;

      (d)   The Purchaser  does not assume and shall not be liable for any Taxes
            under the Income Tax Act or any other Taxes  whatsoever which may be
            or become  payable  by the  Vendor  and  517244  including,  without
            limiting the generality of the foregoing,  any Taxes  resulting from
            or arising as a consequence of this Agreement;

      (e)   The Vendor  shall  prepare or cause to be prepared and file or cause
            to be filed,  within the time and manner  provided by the Income Tax
            Act, the elections pursuant to Section 16.1 thereof,  that relate to
            the August 26, 1998 financing transaction entered into with the Bank
            of Nova Scotia; and

<PAGE>


      (f)   The Company shall be  responsible  for the expense of filing its Tax
            Return  resulting  from  the   transactions   contemplated  by  this
            Agreement.

6.2         Accounts Receivable

            In the event that all Accounts Receivable as at the Funding Date are
not  collected  in full  (subject  to and net of reserves  specified  in Section
4.1(p))  within one hundred and twenty (120) days after the Closing then, at the
request of the Company or Purchaser,  the Vendor shall pay the Company an amount
equal to the Vendor's Portion of the Accounts  Receivable not so collected,  and
upon receipt of such payment the Company shall assign to the Vendor,  all rights
with respect to the uncollected  Accounts  Receivable giving rise to the payment
and shall  also  thereafter  promptly  remit to Vendor  any  excess  collections
received by it with respect to such assigned Accounts Receivable.  Subsequent to
the Funding Time the Purchaser  shall cause the Company to use all  commercially
reasonable efforts to collect the Accounts Receivable.

6.3         Related Party Agreements

            The Vendor,  the Company  and/or  517244,  as the case may be, shall
terminate any Related Party Agreements, which Purchaser requests the Vending the
Company or 517244 to terminate,  whether before or after the Funding Time,  with
the exception of the leases of the Sundog Premises,.

6.4         Cooperation

       (a)  The Company,  Vendor,  517244 and  Purchaser  shall each deliver or
            cause to be  delivered  to the other on the  Funding  Date,  and at
            such other times and places as shall be reasonably  agreed to, such
            instruments as the other may  commercially  reasonably  request for
            the  purpose  of  carrying  out  this   Agreement.   In  connection
            therewith,  if required,  the president or chief financial  officer
            of  the  Company  and  517244  shall   execute  any   documentation
            reasonably  required by Purchaser's  independent public accountants
            (in  connection  with such  accountant's  audit of the  Company and
            517244) or the NASDAQ National Market;

      (b)   The Vendor,  the Company and 517244 shall  cooperate  and use their
            commercially  reasonable  efforts  to have  the  current  officers,
            directors  and employees of the Company and 517244  cooperate  with
            the   Purchaser  on  and  after  the  Funding  Date  in  furnishing
            information,   evidence,   testimony   and  other   assistance   in
            connection  with  any  filing  obligations,  actions,  proceedings,
            arrangements  or  disputes  of any nature  with  respect to matters
            pertaining to all periods prior to the Funding Date;

      (c)   Each party  hereto shall  cooperate  in  obtaining  all consents and
            approvals  required under this Agreement to effect the  transactions
            contemplated hereby; and


<PAGE>



      (d)   The Company,  the Vendor,  517244 and the  Purchaser  shall file all
            notices  and other  information  and  documents  required  under the
            Investment  Canada Act as  promptly  as  practicable  after the date
            hereof.

6.5         Access to Information; Confidentiality; Public Disclosure

       (a)  Between  the  date of this  Agreement  and the  Funding  Date,  the
            Vendor will afford to the officers and  authorized  representatives
            of the Purchaser access to (A) all of the sites, properties,  books
            and  records of the  Company  and 517244  and  (B) such  additional
            financial  and  operating  data  and  other  information  as to the
            business and  properties of the Company and 517244 as the Purchaser
            may  from  time  to  time  reasonably  request,  including  without
            limitation,   access  upon  reasonable  request  to  the  Company's
            employees,  customers,  vendors,  suppliers  and  creditors for due
            diligence inquiry;

      (b)   The Purchaser  recognizes and acknowledges that it had in the past,
            currently  has,  and in the future  may  possibly  have,  access to
            certain confidential  information of the Company,  such as lists of
            customers,  operational  policies,  and pricing  and cost  policies
            that are  valuable,  special  and  unique  assets of the  Company's
            business.  The  Purchaser  agrees that,  unless there is a Closing,
            it will not disclose  confidential  information with respect to the
            Company  to any  person,  for any  purpose  or  reason  whatsoever,
            except to authorized  representatives of the Company and to counsel
            and  other  advisers,  provided  that  such  advisers  (other  than
            counsel)  agree to the  confidentiality  provisions of this Section
            6.5(b), unless:

                  (A)    such information  becomes known to the public generally
                         through no fault of the Purchaser;

                  (B)    disclosure is  required  by  law or  the  order  of any
                         governmental authority under color of law; or

                  (C)    the  disclosing  party  reasonably  believes  that such
                         disclosure is required in  connection  with the defense
                         of a lawsuit against the disclosing party;

            provided,  that prior to  disclosing  any  information  pursuant  to
            clause (A), (B) or (C) above, the Purchaser shall give prior written
            notice  thereof to the Company  and  provide  the  Company  with the
            opportunity  to contest such  disclosure  and shall  cooperate  with
            efforts to prevent such disclosure; and

      (c)   Prior to the  Funding  Date,  neither  the  Vendor,  the Company nor
            517244 shall make any  disclosure  (whether or not in response to an
            inquiry)  of the  subject  matter  of  this  Agreement  unless  such
            disclosure is previously  approved by the Purchaser in writing.  The
            Purchaser agrees to keep the Vendor, the Company and 517244 apprised
            in advance of any disclosure of the subject matter of this Agreement
            by the Purchaser prior to the Funding Date.

6.6         Conduct of Business Pending Closing

<PAGE>


            Between the  Effective  Date and the Funding  Date,  the Company and
517244  will   (except  as  requested  or  agreed  by  Purchaser  or  except  as
contemplated by the terms hereof):

      (a)   carry on its  business  in  substantially  the same manner as it has
            heretofore  and not introduce any material new method of management,
            operation or accounting;

      (b)   maintain its properties and  facilities,  including those held under
            the Leases,  in as good working  order and  condition as at present,
            ordinary wear and tear excepted;

      (c)   perform  all of its  obligations  under  agreements  relating  to or
            affecting its respective assets, properties or rights;

      (d)   keep in full force and effect  present  insurance  policies or other
            comparable insurance coverage;

      (e)   use all commercially reasonable efforts to maintain and preserve its
            business  organization  intact,  retain its present officers and key
            employees and maintain its  relationships  with suppliers,  vendors,
            customers, creditors and others having business relations with it;

      (f)   maintain  compliance with all permits,  laws, rules and regulations,
            consent  orders,   and  all  other  orders  of  applicable   courts,
            regulatory agencies and similar governmental authorities;

      (g)   maintain  present debt and lease  instruments and not enter into new
            or amended debt or lease instruments; and

      (h)   maintain  present  salaries and commission  levels for all officers,
            directors,   employees,  agents,   representatives  and  independent
            contractors,  except for ordinary and  customary  bonuses and salary
            increases  for  employees  in  accordance  with past  practice or as
            contemplated herein.

6.7         Prohibited Activities

            Between the  Effective  Date and the Funding  Date,  the Company and
517244  will not,  without the prior  written  consent of  Purchaser,  not to be
unreasonably withheld unless the same is contemplated by the terms hereof:

      (a)   make any change in their  respective  articles of  incorporation  or
            bylaws, or authorize or propose the same;


<PAGE>



      (b)   issue, deliver or sell, authorize or propose the issuance,  delivery
            or sale of any  securities,  options,  warrants,  calls,  conversion
            rights or  commitments  relating to its  securities  of any kind, or
            authorize  or propose  any change in its equity  capitalization,  or
            issue or authorize the issuance of any debt securities;

      (c)   declare or pay any dividend,  or make any  distribution  (whether in
            cash,  stock or  property)  in respect of its stock  whether  now or
            hereafter  outstanding,  or split,  combine or reclassify any of its
            shares or issue or authorize the issuance of any other securities in
            respect of, in lieu of or in substitution  for shares of its shares,
            or  purchase,  redeem or  otherwise  acquire or retire for value any
            shares;

      (d)   enter into any contract or commitment or incur or agree to incur any
            liability  or  make  any  capital  expenditures,  or  guarantee  any
            indebtedness,   except  in  the  ordinary  course  of  business  and
            consistent  with past  practice in an amount in excess of  $110,000,
            including contracts to provide services to customers;

      (e)   increase  the  compensation  payable  or to  become  payable  to any
            officer, director,  shareholder,  employee, agent, representative or
            independent contractor,  except for ordinary and customary bonus and
            salary  increases,  make any bonus or management  fee payment to any
            such person; make any loans or advances;  adopt or amend any plan or
            benefit arrangement; or grant any severance or termination pay;

      (f)   create or assume any mortgage,  pledge or other lien or  encumbrance
            upon any  assets  or  properties  whether  now  owned  or  hereafter
            acquired;

      (g)   sell, assign,  lease, pledge or otherwise transfer or dispose of any
            property  or  equipment  except in the  ordinary  course of business
            consistent with past practice;

      (h)   acquire  or   negotiate   for  the   acquisition   of  (by   merger,
            consolidation,  purchase  of a  substantial  portion  of  assets  or
            otherwise)  any  business or the  start-up of any new  business,  or
            otherwise  acquire or agree to acquire any assets that are material,
            individually or in the aggregate, to the Company;

      (i)   amalgamate or consolidate or agree to amalgamate or consolidate with
            or into any other corporation;

      (j)   waive any material  rights or claims of the Company,  provided  that
            the Company  may  negotiate  and adjust  bills in the course of good
            faith  disputes  with  customers  in a manner  consistent  with past
            practice;

      (k)   commit a breach of or amend or  terminate  any  material  agreement,
            permit, license or other right;


<PAGE>



      (l) enter into any other transaction:

            (i)     that is not  negotiated  at arm's  length with a third party
                    not affiliated with the Company or any officer,  director or
                    Shareholder; or

            (ii)    outside the  ordinary  course of business  consistent  with
                    past practice; or

            (iii)   prohibited hereunder;


      (m)   commence a lawsuit other than for routine collection of bills;

      (n)   revalue any of its assets,  including  without  limitation,  writing
            down  the  value of  inventory  or  writing  off  notes or  accounts
            receivable other than in the ordinary course of business  consistent
            with past practice;

      (o)   make  any  tax  election  other  than  in the  ordinary  course  of
            business  and  consistent  with  past  practice,   change  any  tax
            election,  adopt  any  tax  accounting  method  other  than  in the
            ordinary  course of business  and  consistent  with past  practice,
            change any tax accounting  method,  file any Tax Return (other than
            any  estimated  tax  returns,  payroll  tax  returns  or sales  tax
            returns) or any  amendment to a Tax Return,  enter into any closing
            agreement,  settle any tax claim or  assessment,  or consent to any
            tax claim or  assessment,  without  the prior  written  consent  of
            Purchaser; or

      (p)   take, or agree (in writing or otherwise) to take, any of the actions
            described in Sections  6.7(a) through (o) above, or any action which
            would make any of the  representations and warranties of the Vendor,
            Company and 517244  contained in this Agreement  untrue or result in
            any of the conditions set forth in Article 7 not being satisfied.

6.8         Exclusivity

            None of the  Vendor,  the  Company,  517244 or any  agent,  officer,
director  or any  representative  of the  Vendor,  the  Company or 517244 or the
Vendor will,  during the period  commencing  on the date of this  Agreement  and
prior to the earlier to occur of the  Funding  Time or the  termination  of this
Agreement in accordance with its terms, directly or indirectly:

      (a)   solicit, encourage or initiate the submission of proposals or offers
            from any Person for;

      (b)   engage in any discussions pertaining to; or

      (c)   furnish any information to any person other than Purchaser  relating
            to

any acquisition or purchase of all or a material amount of the assets of, or any
equity  interest  in,  the  Company  or  a  merger,  consolidation  or  business
combination of the Company.

            In addition to the foregoing,  if any one of the Vendor, the Company
or 517244 receives any unsolicited offer or proposal, or has actual knowledge of
any unsolicited offer or proposal, relating to any of the above, the Vendor, the
Company or 517244 shall  immediately  notify  Purchaser  thereof,  including the
identity of the party making such offer or proposal  and the  specific  terms of
such offer or proposal.

<PAGE>


6.9         Notification of Certain Matters

            Each party  hereto  shall give  prompt  notice to the other  parties
hereto of:

     (a)    the  occurrence  or  non-occurrence  of any event the  occurrence or
            non-occurrence of which would be likely to cause any  representation
            or warranty of it contained herein to be untrue or inaccurate in any
            material respect at or prior to the Funding Time; and

     (b)    any  material  failure of such party to comply  with or satisfy  any
            covenant, condition or agreement to be complied with or satisfied by
            such party hereunder.



            The  delivery of any notice  pursuant to this Section 6.9 shall not,
without the express written consent of the other parties be deemed to (x) modify
the representations or warranties hereunder of the party delivering such notice,
(y)  modify  the  conditions  set  forth in  Articles  7 and 8, or (z)  limit or
otherwise  affect the remedies  available  hereunder to the party receiving such
notice.

                                    ARTICLE 7
                                   CONDITIONS

7.1         Conditions For the Benefit of the Purchaser

            The   obligation  of  Purchaser  to  consummate   the   transactions
contemplated by this Agreement is subject to the  satisfaction or waiver,  on or
before the Funding Date, of the following conditions and deliveries:

      (a)   All of the  representations  and  warranties  of  the  Vendor,  the
            Company  and  517244  contained  in this  Agreement  shall be true,
            correct and  complete  on and as of the Funding  Date with the same
            effect as though such  representations and warranties had been made
            on and as of such  date;  all of the terms,  covenants,  agreements
            and conditions of this Agreement to be complied with,  performed or
            satisfied  by the  Vendor,  the Company and 517244 on or before the
            Funding  Date  shall have been duly  complied  with,  performed  or
            satisfied;  and a certificate  to the  foregoing  effects dated the
            Funding  Date and signed on behalf of the  Vendor,  the Company and
            517244 and shall have been delivered to Purchaser;

      (b)   No   temporary   restraining   order,   preliminary   or  permanent
            injunction  or  other  order  issued  by  any  court  of  competent
            jurisdiction  or other legal or  regulatory  restraint or provision
            challenging  Purchaser's  proposed  acquisition  of the Shares,  or
            limiting or  restricting  Purchaser's  conduct or  operation of the
            business  of the  Company  (or  its  own  business)  following  the
            transactions  contemplated  by this  Agreement  shall be in effect,
            nor shall any  proceeding  brought by an  administrative  agency or
            commission  or other  Governmental  Authority  or  instrumentality,
            domestic or foreign, seeking any of the foregoing be pending;

      (c)   There shall be no action,  suit,  claim or proceeding of any nature
            pending or threatened  against Purchaser or the Vendor, the Company
            or 517244 their  respective  properties or any of their officers or
            directors,   that  could   materially  and  adversely   affect  the
            business,  assets,  liabilities,  financial  condition,  results of
            operations or prospects of the Company.  A  certificate  in respect
            of the  Vendor,  the  Company  and 517244 to the  foregoing  effect
            dated the  Funding  Date and  signed on behalf of the  Vendor,  the
            Company and 517244 shall have been delivered to Purchaser;

<PAGE>


      (d)   There shall have been no material  adverse changes in the business,
            operations,  affairs, prospects,  properties,  assets, existing and
            potential   liabilities,    obligations,   profits   or   condition
            (financial or otherwise)  of the Company,  taken as a whole,  since
            the  Balance  Sheet  Date  except  those that  affect the  industry
            generally;  and Purchaser shall have received a certificate  signed
            by the Vendor,  the Company  and 517244  dated the Funding  Date to
            such effect;

      (e)   The  Purchaser  shall have  received  (i) a copy of the  articles of
            incorporation  of the Company and 517244 certified by an appropriate
            authority in the jurisdiction of its  incorporation  and (ii) a copy
            of  the  bylaws  of  the  Company  and  517244  certified  by a duly
            authorized  officer of the Company,  and such documents  shall be in
            form and substance reasonably acceptable to the Purchaser;

      (f)   Purchaser  shall have  received from the Company  completed  interim
            financial statements for the period ending on February 28, 1999 in a
            form reasonably satisfactory to Purchaser;

      (g)   The  Purchaser  shall have  received  a  certificate  (the  "Closing
            Financial  Certificate"),  dated as of the Funding  Date,  signed on
            behalf of the Company and by the Vendor, setting forth:

            (i)     the  revenue of the  Company  for the fiscal year ended July
                    31, 1998 and the period ended February 28, 1999;

            (ii)    the  earnings of the Company  before  interest and taxes and
                    bonuses,   adjusted  to  reflect  the  add-back  of  certain
                    non-recurring costs, for the fiscal year ended July 31, 1998
                    and the period ended February 28, 1999;

            (iii)   The  sum  of  the  Company's  total  outstanding   interest
                    bearing  indebtedness  to banks,  and all  other  financial
                    institutions  and  creditors  (in each case  including  the
                    current  portions of such  indebtedness,  but excluding any
                    amounts  payable  pursuant  to  Section  3.1(b)  hereof and
                    Section  3.1(b) of the Hodgson  Agreement,  and any amounts
                    payable  to the  Vendor,  Hodgson  and  408446,  and  their
                    Affiliates,  any  income  taxes  payable  from the  Balance
                    Sheet Date on earnings,  operating  leases,  trade payables
                    and other accounts  payable incurred in the ordinary course
                    of the Company's  business  consistent  with past practice)
                    as of the Funding Date.

     (h)    Vendor  shall have  entered into an  employment  agreement  with the
            Purchaser in the form set forth in Schedule  1.1(t)  hereof prior to
            the Funding Time;

<PAGE>


     (i)    the  Company  shall  have entered into a  lease with the  registered
            owner(s)  of the Sundog  Premises on the terms set forth in Schedule
            7.1(i) hereof prior to or contemporaneous  with the Funding Time and
            each of such leases shall be registered by way of caveat against the
            certificates  of title to the Sundog  Premises and in the event that
            any  mortgage,  encumbrance  or financial  charge  exists,  then the
            holder of each such mortgage,  encumbrance or financial charge shall
            have  executed  and  delivered  to  the  Company  a  non-disturbance
            agreement in form and content acceptable to the Purchaser;

      (j)   Remenda shall have signed the Remenda Agreement; and

      (k)   The Vendor,  the Company and 517244 shall have made all  deliveries
            as are called for by this  Agreement.  The Purchaser shall be fully
            satisfied in its sole  discretion with the results of its review of
            all of  the  Schedules,  whether  delivered  before  or  after  the
            execution  hereof,  and such  deliveries,  and its  review  of, and
            other due diligence  investigations  with respect to, the business,
            operations,  affairs, prospects,  properties,  assets, existing and
            potential   liabilities,   obligations,   profits   and   condition
            (financial or otherwise) of the Company.

7.2         Conditions for the Benefit of the Vendor, the Company and 517244

            The  obligation of the Vendor,  the Company and 517244 to consummate
the transactions  contemplated by this Agreement are subject to the satisfaction
or waiver,  at or before the  Funding  Time,  of the  following  conditions  and
deliveries:

      (a)   All of the  representations and warranties of Purchaser contained in
            this Agreement shall be true,  correct and complete on and as of the
            Funding Time with the same effect as though such representations and
            warranties  had  been  made  as of  such  date;  all of  the  terms,
            covenants,  agreements  and  conditions  of  this  Agreement  to  be
            complied with,  performed or satisfied by Purchaser on or before the
            Funding  Date  shall  have been duly  complied  with,  performed  or
            satisfied;  and a  certificate  to the  foregoing  effects dated the
            Funding Date and signed by any officer of the  Purchaser  shall have
            been delivered to the Vendor, the Company and 517244;

      (b)   No temporary restraining order,  preliminary or permanent injunction
            or other  order  issued by any court of  competent  jurisdiction  or
            other  legal  or  regulatory  restraint  or  provision   challenging
            Purchaser's  proposed  acquisition  of the  Shares,  or  limiting or
            restricting  Purchaser's conduct or operation of the business of the
            Company   (or  its  own   business)   following   the   transactions
            contemplated  by this  Agreement  shall be in effect,  nor shall any
            proceeding  brought by an  administrative  agency or  commission  or
            other  governmental   authority  or  instrumentality,   domestic  or
            foreign,  seeking any of the foregoing be pending; and a certificate
            to the  foregoing  effects  dated the Funding Date and signed by any
            officer of the  Purchaser  shall have been  delivered to the Vendor,
            the Company and 517244;

<PAGE>


      (c)   All  necessary   material   consents  of,  and  filings  with,   any
            governmental  authority  or agency or third  party  relating  to the
            consummation  by  the  Purchaser  of the  transactions  contemplated
            herein, shall have been obtained and made;

      (d)   The  Company or  Purchaser  shall have  entered  into an  employment
            agreement  with  Vendor  in the form set  forth in  Schedule  1.1(t)
            hereof prior to or contemporaneously with the Funding Time; and

      (e)   Hodgson shall have entered into the Hodgson Agreement.

7.3         Conditions for Benefit of Purchaser, Vendor, Company and 517244

            The obligation of the Purchaser,  the Vendor, the Company and 517244
to consummate the transactions contemplated by this Agreement are subject to the
satisfaction  or  waiver,  at or  before  the  Funding  Time,  of the  following
conditions and deliveries to be completed immediately prior to the Funding Time:

      (a)   the  Company  shall  remit the Johnson  Pension  Obligation  to such
            entity  as shall  be  designated  by  Harvey  Johnson.  Concurrently
            therewith,  Harvey Johnson shall unconditionally release the Company
            for all claims in  relation to the Johnson  Pension  Obligation  and
            enter  into  an  amendment  of  the  Johnson   Employment   Contract
            acknowledging   deferral  of  payment  of  the   Johnson   Severance
            Obligation  to June 30,  1999 and  providing  for an  assignment  to
            Harvey  Johnson  of the  life  insurance  on his  life  held  by the
            Company;

      (b)   the Company shall declare,  as evidenced by a written  resolution of
            the  board  of  directors  of  the  Company  that  a  bonus  net  of
            withholdings  has  been  credited  to the  Sundog  Shareholder  Loan
            account  in the net  amount of  $136,238  (the  "1999  Bonus").  The
            Company  shall  make  all  remittances,  including  any  remittances
            required under the Income Tax Act, to be made in connection with the
            payment of the 1999 Bonus; and

      (c)   Remenda  shall  release the  Company  from that  certain  employment
            agreement dated December 22, 1989 between Remenda and the Company.



<PAGE>


                                    ARTICLE 8
                                 INDEMNIFICATION

8.1         General Indemnification by the Vendor

            The  Vendor as to the  Vendor's  Portion,  covenants  and  agrees to
indemnify,  defend,  protect and hold harmless the Purchaser and the Company and
their  respective  officers,  directors,   employees,   shareholders,   assigns,
successors   and   Affiliates   (individually,   an   "Indemnified   Party"  and
collectively, the "Indemnified Parties") from, against and in respect of:

      (a)   all liabilities,  losses, claims, damages, punitive damages, causes
            of  action,   lawsuits,   administrative   proceedings   (including
            informal    proceedings),    investigations,    audits,    demands,
            assessments,    adjustments,    judgments,   settlement   payments,
            deficiencies,  penalties,  fines, interest (including interest from
            the  date  of such  damages)  and  costs  and  expenses  (including
            without  limitation  reasonable  legal  fees and  disbursements  of
            every  kind,  nature  and  description)  (collectively,  "Damages")
            suffered,  sustained,  incurred or paid by the Indemnified  Parties
            in connection with, resulting from or arising out of:

            (i)     any breach of any  representation or warranty of the Vendor,
                    517244 or the  Company  set forth in this  Agreement  or any
                    Schedule or certificate, delivered by or on behalf of any of
                    the Vendor, 517244 or the Company in connection herewith;

            (ii)    any  nonfulfillment  of any  covenant  or  agreement  by the
                    Vendor or, prior to the Funding Date, the Company or 517244,
                    under this Agreement. or

            (iii)   the business,  operations or assets of the Company or 517244
                    prior to the Funding Time or the actions or omissions of the
                    Company's  or 517244's  directors,  officers,  shareholders,
                    employees  or agents prior to the Funding  Time,  other than
                    Damages  arising  from  matters  expressly  disclosed in the
                    Company   Financial   Statements,   this  Agreement  or  the
                    Schedules to this Agreement

            (iv)    any  additional  assessment,  Tax or penalties  payable as a
                    result of the  assignment  of the Remenda  Insurance and any
                    other  assignment  of any employee  insurance in  accordance
                    with this Agreement; and

      (b)   any and  all  Damages  incident  to any of the  foregoing  or to the
            enforcement of this Section 8.1.

8.2   Limitation and Expiration

            Notwithstanding the above:

      (a)   there shall be no liability for  indemnification  under Section 8.1
            unless,  and solely to the extent  that,  the  aggregate  amount of
            Damages  exceeds   $110,000  (the   "Indemnification   Threshold");
            provided,  however,  that the  Indemnification  Threshold shall not
            apply to  (i) Damages  arising out of any breaches of the covenants
            of the Vendor,  517244 or the  Company set forth in this  Agreement
            or   representations   and  warranties   made  in  Sections  4.1(e)
            (Authorized Capital),  4.1(f)  (Entitlements),  4.1(u) (Significant
            Customers;  Material Contracts and Commitments),  4.1(aa) (Employee
            Benefit Plans),  4.1(bb) (Taxes),  or 4.1(cc) (Conformity with Law;
            Litigation);

<PAGE>


      (b)   the aggregate amount of the Vendor's  liability under this Article 8
            shall not exceed the  Purchase  Price,  provided  however,  that the
            Vendor's  liability  for Damages  arising out of any breaches of the
            representations  made in  Sections  4.1(y),  4.1(aa)  or  4.1(bb) or
            Damages  described  in  Section  8.1  (a)(ii)  or (iv)  shall not be
            subject to such limitation and shall not count toward the limitation
            described in the first clause of this Section 8.2(b);

      (c)   the  indemnification  obligations under this Article 8, or under any
            certificate  or writing  furnished  in  connection  herewith,  shall
            terminate  at the date that is the  later of  clause  (i) or (ii) of
            this Section 8.2(c):

            (i)     (A)   except  as to  representations,  warranties,  and
                          covenants  specified in clause  (i)(B) of this Section
                          8.2(c), the third anniversary of the Funding Date;

                    (B)   with  respect  to   representations   and  warranties
                          contained in Sections  4.1(y),  4.1(aa),  4.1(bb) and
                          the    indemnification    set   forth   in    Section
                          8.1(a)(ii)(iii)  or (iv), on (A) the date that is six
                          (6)  months  after  the  expiration  of  the  longest
                          applicable   limitation   period   contained  in  the
                          applicable  federal or provincial  statute (including
                          extensions   thereof),   or  (B)  if   there   is  no
                          applicable  federal or provincial  statute,  (x) five
                          (5)  years  after the  Funding  Date if the Claim (as
                          defined   below)   is   related   to  the   cost   of
                          investigating,  containing, removing or remediating a
                          release of Hazardous  Substances  (as defined  above)
                          into the  environment,  or (y) five (5)  years  after
                          the  Funding  Date for any  other  Claim  covered  by
                          clause (i)(B) of this Section 8.2(c); or

            (ii)    The final  resolution of claims or demands pending as of the
                    dates  described in clause (i) of this Section  8.2(c) (such
                    claims referred to as "Pending Claims").

      (d)   For greater  certainty  the Vendor shall,  in  accordance  with the
            provisions  of this  Article 8,  indemnify  the  Purchaser  and the
            Company  in  respect  of  those  matters  set out in that  schedule
            delivered at the Funding Time by the  Purchaser to the Vendor which
            letter  is  attached   hereto  as  Schedule   8.2(d).   The  Vendor
            acknowledges  that Schedule  8.2(d) shall in no way  constitute any
            amendment,  waiver,  modification  or  abridgement  of  any  of the
            Purchasers rights under this Article 8.

<PAGE>


8.3         Indemnification Procedures

            All  claims or demands  for  indemnification  under  this  Article 8
("Claims") shall be asserted and resolved as follows:

      (a)   In the event that any  Indemnified  Party has a Claim  against  any
            party obligated to provide indemnification  pursuant to Section 8.1
            hereof (the  "Indemnifying  Party")  which does not involve a Claim
            being asserted  against or sought to be collected by a third party,
            the  Indemnified  Party  shall  within  thirty  (30) days of having
            actual  knowledge  of such  Claim  (failing  which the  Indemnified
            Party  shall be deemed to waive  its  right to  indemnification  in
            respect of such Claim) notify the Vendor of such Claim,  specifying
            the  nature of such Claim and the  amount or the  estimated  amount
            thereof to the extent then  feasible (the "Claim  Notice").  If the
            Vendor does not notify the  Indemnified  Party  within  thirty (30)
            days  after  the date of  delivery  of the  Claim  Notice  that the
            Indemnifying  Party disputes such Claim, with a detailed  statement
            of the basis of such  position,  the amount of such Claim  shall be
            conclusively   deemed  a  liability  of  the   Indemnifying   Party
            hereunder.  In case an objection  is made in writing in  accordance
            with this Section 8.3(a),  the Indemnified Party shall respond in a
            written  statement to the  objection  within  thirty (30) days and,
            for sixty  (60) days  thereafter,  attempt  in good  faith to agree
            upon the rights of the  respective  parties with respect to each of
            such Claims  (and,  if the parties  should so agree,  a  memorandum
            setting forth such  agreement  shall be prepared and signed by both
            parties).

      (b)   (i)     In the event  that any  Claim  for  which the  Indemnifying
                    Party would be liable to an Indemnified  Party hereunder is
                    asserted  against an Indemnified  Party by a third party (a
                    "Third Party Claim"),  the Indemnified  Party shall deliver
                    a Claim  Notice to the Vendor  within  thirty  (30) days of
                    having actual  knowledge of such Third Party Claim (failing
                    which the  Indemnified  Party  shall be deemed to waive its
                    right to  Indemnification  in respect of such  Claim).  The
                    Vendor  shall  have  thirty  (30)  days  from  the  date of
                    delivery  of the Claim  Notice to  notify  the  Indemnified
                    Party  (A)  whether   the   Indemnifying   Party   disputes
                    liability to the  Indemnified  Party hereunder with respect
                    to the Third Party Claim,  and, if so, the basis for such a
                    dispute,  and (B) if such party does not dispute liability,
                    whether or not the Indemnifying Party desires,  at the sole
                    cost and  expense  of the  Indemnifying  Party,  to  defend
                    against  the  Third   Party   Claim,   provided   that  the
                    Indemnified  Party is hereby authorized (but not obligated)
                    to file any motion,  answer or other  pleading  and to take
                    any other  action  which the  Indemnified  Party shall deem
                    necessary  or  appropriate   to  protect  the   Indemnified
                    Party's interests.

            (ii)    In  the  event  that  the  Vendor   timely   notifies   the
                    Indemnified  Party  that the  Indemnifying  Party  does not
                    dispute the  Indemnifying  Party's  obligation to indemnify
                    with  respect to the Third Party  Claim,  the  Indemnifying
                    Party  shall  defend the  Indemnified  Party  against  such
                    Third  Party  Claim by  appropriate  proceedings,  provided

<PAGE>

                    that,  unless the  Indemnified  Party  otherwise  agrees in
                    writing,  the  Indemnifying  Party may not settle any Third
                    Party Claim (in whole or in part) if such  settlement  does
                    not  include a complete  and  unconditional  release of the
                    Indemnified  Party.  If the  Indemnified  Party  desires to
                    participate  in,  but not  control,  any  such  defense  or
                    settlement  the  Indemnified  Party  may do so at its  sole
                    cost and expense.  If the Indemnifying  Party elects not to
                    defend the  Indemnified  Party against a Third Party Claim,
                    whether by  failure  of such party to give the  Indemnified
                    Party timely notice as provided  herein or otherwise,  then
                    the Indemnified  Party,  without waiving any rights against
                    such party,  may settle or defend  against such Third Party
                    Claim in the  Indemnified  Party's sole  discretion and the
                    Indemnified  Party shall be  entitled  to recover  from the
                    Indemnifying   Party  the  amount  of  any   settlement  or
                    judgment and, on an ongoing basis, all indemnifiable  costs
                    and  expenses  of  the   Indemnified   Party  with  respect
                    thereto,  including  interest  from the date such costs and
                    expenses were incurred.

            (iii)   If  at  any  time,  in  the   reasonable   opinion  of  the
                    Indemnified  Party,  notice  of  which  shall  be  given in
                    writing to the Vendor any Third Party Claim seeks  material
                    prospective  relief  which could have an adverse  effect on
                    any  Indemnified  Party or the  Company or any  subsidiary,
                    the  Indemnified  Party  shall have the right to control or
                    assume  (as the case may be) the  defense of any such Third
                    Party Claim and the amount of any  judgment  or  settlement
                    and the  reasonable  costs and expenses of defense shall be
                    included as part of the indemnification  obligations of the
                    Indemnifying  Party  hereunder.  If the  Indemnified  Party
                    elects to  exercise  such  right,  the  Indemnifying  Party
                    shall have the right to  participate  in, but not  control,
                    the  defense of such Third Party Claim at the sole cost and
                    expense of the Indemnifying Party.

      (c)   Nothing herein shall be deemed to prevent the Indemnified Party from
            making a Claim, and an Indemnified Party may make a Claim hereunder,
            for potential or contingent  Damages  provided the Claim Notice sets
            forth the specific basis for any such potential or contingent  claim
            or demand to the extent then feasible and the Indemnified  Party has
            reasonable grounds to believe that such Claim may be made.

      (d)   Subject to the  provisions of Section 8.2, the  Indemnified  Party's
            failure  to give  notice  as  required  by this  Section  8.3 of any
            actual,  threatened or possible  claim or demand which may give rise
            to a right  of  indemnification  hereunder  shall  not  relieve  the
            Indemnified  Party unless the failure to give such notice materially
            and adversely prejudiced the Indemnifying Party.

      (e)   The parties will make appropriate  adjustments for any Tax benefits,
            Tax detriments or insurance  proceeds in  determining  the amount of
            any  indemnification  obligation under this Article 8, provided that
            no  Indemnified  Party shall be obligated  to continue  pursuing any
            payment pursuant to the terms of any insurance policy.

<PAGE>


8.4         General Indemnification by the Purchaser

            The Purchaser covenants and agrees to indemnify, defend, protect and
hold harmless the Vendor from, against and in respect of:

      (a)   all Damages suffered,  sustained,  incurred or paid by the Vendor in
            connection  with,  resulting  from or arising  out of,  directly  or
            indirectly:

            (i)     any  breach  of  any  representation  or  warranty  of  the
                    Purchaser set forth in this Agreement;

            (ii)    any  nonfulfillment  of any  covenant  or  agreement  by the
                    Purchaser,  or after the Funding  Date,  the Company,  under
                    this Agreement, excluding any such non-fulfillment caused by
                    the Vendor;

            (iii)   the business, operations or assets of the Company subsequent
                    to the  Funding  Date or the  actions  or  omissions  of the
                    Company's  directors, officers,  shareholders,  employees or
                    agents  subsequent to the Funding  Date,  excluding  Damages
                    caused by or actions or omissions of the Vendor; or

            (iv)    guarantees or indemnities or the sureties provided by Vendor
                    or his  Affiliates  for the  benefit  of the  Company as set
                    forth in Schedule 8.4(a)(iv).

       (b)  the   indemnification   obligation  under  this  Section  8.4  shall
            terminate on the third anniversary of the Funding Date.

8.5         Survival of Representations, Warranties and Covenants

            All  representations,  warranties  and covenants made by the Vendor,
the Company, 517244 and the Purchaser in or pursuant to this Agreement or in any
document delivered pursuant hereto shall be deemed to have been made on the date
of this  Agreement  (except as  otherwise  provided  herein)  and,  if a Closing
occurs, as of the Funding Date. The  representations  of the Vendor, the Company
and 517244 will  survive the Closing and will remain in effect  until,  and will
expire upon, the termination of the  indemnification  obligations as provided in
Section 8.2. The  representations  and  warranties of the Purchaser will survive
Closing  and will  remain  in  effect  until,  and will  expire  upon the  third
anniversary of the Funding Date.

8.6         Remedies Cumulative

            The remedies set forth in this  Article 8 are  cumulative  and shall
not be construed to restrict or otherwise  affect any other remedies that may be
available to the  Indemnified  Parties under any other  agreement or pursuant to
statutory or common law.

<PAGE>


8.7         Right to Set Off

            Subject to  complying  with the  procedures  set forth in of Section
11.10, the Purchaser shall have the right,  but not the obligation,  to set off,
in whole or in part,  against the portion of the Purchase Price payable pursuant
to  Sections  3.1(a)(iii),  3.1(a)(iv)  or  3.1(a)(v)  hereof,  amounts  finally
determined  under Section 8.3 to be owed to the Purchaser by the Vendor,  517244
or the Company or any Indemnifying Party under this Article 8.

8.8   Claims

            The Vendor's  Liability to an Indemnified  Party pursuant to Section
8.1 shall be limited to the Vendor's Portion. Similarly, the Parties acknowledge
that in relation to any other action or claim  whatsoever  under and pursuant to
this  Agreement  whether  in  relation  to a  breach  of the  representation  or
warranties,  the covenants or otherwise, the Vendor's Liability shall be limited
to the Vendor's  Portion and the Purchaser shall deliver notice to the Vendor of
such other claim  within  thirty days of having  actual  knowledge of such claim
failing which the Purchaser shall be deemed to have waived such claim.


                                    ARTICLE 9
                                NON - COMPETITION


9.1         Prohibited Activities

            The  Vendor  acknowledges  that he has  developed  relationships  on
behalf  of and  acquired  proprietary  and  confidential  information  about the
Company,  including,  but not limited to, its customers,  vendors, prices, sales
strategies and other  information,  some of which may be regarded and treated by
the  Company  and the  Purchaser  as trade  secrets.  In order  to  protect  the
Company's and/or the Purchaser's  critical  interest in these  relationships and
information,  the Vendor  covenants  that he will not,  for a period of four (4)
years  following  the  Funding  Date,  for any reason  whatsoever,  directly  or
indirectly, for himself or on behalf of or in conjunction with any other person,
persons, partnership, corporation, or business of whatever nature:

      (a)   engage,  as an  officer,  director,  shareholder,  owner,  partner,
            member, joint venturer, or in a managerial capacity,  whether as an
            employee,  independent  contractor,  consultant or adviser, or as a
            sales  representative,  in any  business  selling  any  products or
            services in direct  competition  with the Company,  within 50 miles
            of any locations  where the Company both has an office and conducts
            business ("Territory").  As used in this subsection,  "competition"
            shall mean  engaging,  directly or  indirectly,  for himself or any
            other  person or entity,  in (i) any  facet of the  business of the
            Company  in which the Vendor  was  engaged in prior to the  Funding
            Date or (ii) any  facet of the business of the Company  about which
            the Vendor acquired proprietary or confidential  information during
            the course of his ownership of the Shares;

      (b)   hire or join with in a competitive  business capacity,  any employee
            of the Company within the Territory;

      (c)   solicit or accept  business  which competes with the business of the
            Company  from any person who is, on the  Funding  Date,  or that has
            been,  within one (1) year prior to the Funding  Date, a customer of
            the Company; or

<PAGE>


      (d)   acquire or enter into any  agreement  to  acquire  any  prospective
            acquisition  candidate  that was, to the  knowledge  of the Vendor,
            either  called  upon by the  Company as a  prospective  acquisition
            candidate  or was the  subject of an  acquisition  analysis  by the
            Company  within 3 years prior to the Funding Date.  The Vendor,  to
            the  extent  lacking  the  knowledge  described  in  the  preceding
            sentence,   shall   immediately   cease  all   contact   with  such
            prospective  acquisition  candidate  upon being  informed  that the
            Company  had  called  upon such  candidate  or made an  acquisition
            analysis thereof.

            Notwithstanding  the  above,  the  foregoing  covenant  shall not be
deemed to prohibit the Vendor from  acquiring as an investment not more than one
percent (1%) of the capital stock of a competing  business whose stock is traded
on a national securities exchange or over- the-counter.


9.2         Confidentiality

            The  Vendor   acknowledges   that  he  has   acquired   confidential
information and trade secrets  concerning the operation of the Company,  the use
or disclosure of which could cause the Company or its affiliates or subsidiaries
substantial loss and damages that could not be readily  calculated and for which
no remedy at law would be adequate. Accordingly, the Vendor covenants and agrees
with  the  Company  and  Purchaser  that  he will  not at any  time,  except  in
performance  of Vendor's  obligations  to the Company or with the prior  written
consent of the Company  pursuant to  authority  granted by a  resolution  of the
Board of Directors of the Company,  directly or indirectly,  disclose any secret
or confidential information that he or she may learn or has learned by reason of
his  ownership of the Company or his  employment  by the Company,  or any of its
Subsidiaries and Affiliates, or use any such information in a manner detrimental
to the  interests  of the  Company or  Purchaser,  unless  (i) such  information
becomes known to the public generally through no fault of any Shareholder,  (ii)
disclosure is required by law or the order of any  Governmental  Authority under
color of law,  or (iii)  the  disclosing  party  reasonably  believes  that such
disclosure is required in connection  with the defense of a lawsuit  against the
disclosing party, provided, that prior to disclosing any information pursuant to
clause (i),  (ii) or (iii)  above,  the Vendor shall give prior  written  notice
thereof to Purchaser and provide  Purchaser with the opportunity to contest such
disclosure and shall cooperate with efforts to prevent such disclosure. The term
"confidential  information"  includes,   without  limitation,   information  not
previously  disclosed  to  the  public  or to the  trade  by  the  Company's  or
Purchaser's  management with respect to the Company's or Purchaser's,  or any of
their Affiliates' or Subsidiaries',  products,  facilities,  and methods,  trade
secrets  and  other  intellectual  property,  software,  source  code,  systems,
procedures,  manuals, confidential reports, product price lists, customer lists,
financial information (including the revenues, costs, or profits associated with
any of the Company's products),  business plans, prospects, or opportunities but
shall exclude any information already in the public domain.

<PAGE>


9.3         Damages

            Because of the difficulty of measuring  economic losses to Purchaser
as a result of a breach of the foregoing covenant,  and because of the immediate
and irreparable damage that could be caused to Purchaser for which it would have
no other adequate remedy,  the Vendor agrees that the foregoing  covenant may be
enforced by Purchaser in the event of breach by the Vendor,  by injunctions  and
restraining orders.

9.4         Reasonable Restraint

            The parties  agree that the  foregoing  covenants  in this Article 9
impose a  reasonable  restraint  on the  Vendor in light of the  activities  and
business  of the  Purchaser  on the  date of the  execution  of this  Agreement,
assuming the completion of the transactions contemplated hereby.

9.5         Severability; Reformation

            The covenants in this Article 9 are severable and separate,  and the
unenforceability of any specific covenant shall not affect the provisions of any
other covenant. Moreover, in the event any court of competent jurisdiction shall
determine  that the  scope,  time or  territorial  restrictions  set  forth  are
unreasonable,  then it is the intention of the parties that such restrictions be
enforced  to the  fullest  extent  which the  court  deems  reasonable,  and the
Agreement shall thereby be reformed.

9.6         Independent Covenant

            All of the  covenants  in this  Article 9 shall be  construed  as an
agreement  independent  of any  other  provision  in  this  Agreement,  and  the
existence of any claim or cause of action of the Vendor  against the  Purchaser,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defence to the  enforcement  by the  Purchaser  of such  covenants.  The parties
expressly  acknowledge  that the  terms  and  conditions  of this  Article 9 are
independent of the terms and conditions of any other agreements  including,  but
not limited to, any employment  agreements  entered into in connection with this
Agreement. It is specifically agreed that the period of four (4) years stated at
the beginning of this Article 9 during which the agreements and covenants of the
Vendor  made in this  Article  9 shall  be  effective,  shall  be  completed  by
excluding from such  computation  any time during which the Vendor is found by a
court of competent  jurisdiction  to have been in violation of any provisions of
this Article 9. The covenants  contained in this Article 9 shall not be affected
by any breach of any other  provision  hereof by any party hereto and shall have
no  effect  if  the   transactions   contemplated  by  this  Agreement  are  not
consummated.

9.7 Materiality

            The Company and the Vendor hereby agree that the covenants set forth
in this  Article  9 are a  material  and  substantial  part of the  transactions
contemplated by this Agreement, supported by adequate consideration.

<PAGE>
                                   ARTICLE 10
                                     CLOSING

10.1        Closing

      (a)   The  Closing  shall take place  through  the  delivery  of  executed
            originals  or  facsimile  counterparts  of  all  documents  required
            hereunder  on such date that all  conditions  to Closing  shall have
            been  satisfied  or  waived,  or at such  other time and date as the
            Purchaser and the Vendor may agree, which date is referred to as the
            "Funding Date."

      (b)   The  completion  of the  transactions  contemplated  herein shall be
            carried out  pursuant to such  reasonable  trust  conditions  as are
            agreed upon  between the  solicitors  representing  the Vendor,  the
            Company and 517244 and the  Solicitors  representing  the  Purchaser
            which shall  provide that all closing  documents  and funds shall be
            delivered to the Solicitors  representing  the Purchaser and held in
            escrow  and not  released  until  all  parties  have  delivered  all
            required  closing  documents  and funds and caveats  respecting  the
            Leases have been  registered at the Land Titles  Office  against the
            respective  certificates  of title to the  lands  referenced  in the
            Leases,  subject  only to the  caveats  and  instruments  that  were
            registered against titles as at the Effective Date.

10.2  Deliveries at Funding Time

At the Funding Time:

      (a)   the  Purchaser  shall deliver or cause to be delivered to the Vendor
            the following:

            (i)   funds in the amount of $1,599,547 for the Purchased Interests;

            (ii)  demand promissory note in the amount of $275,154;

            (iii) releases  of  the  personal   guarantees  of  Vendor  and  the
                  corporate guarantees of 517244 and its Affiliates;

            (iv)  releases of the Vendor by the Company and 517244;

            (v)   a legal opinion in form  reasonably  satisfactory  to Vendor's
                  solicitors in relation to the enforceability of this Agreement
                  and the  other  agreements  delivered  pursuant  to the  terms
                  hereof;

            (vi)  an undertaking to pay to the Johnson Severance Obligation  and
                  the Johnson Pension Obligation.

      (b)   the Vendor shall  deliver or cause to be delivered to the  Purchaser
            the following:

            (i)   a  certificate  of each of the Vendor,  517244 and the Company
                  confirming that the  representations  set forth herein by them
                  to are true and correct at the Funding Date;

<PAGE>


            (ii)  a certified  copy of the  resolution of the board of directors
                  of the  Company and 517244  approving  the  agreement  and the
                  transfer  of  the  517244   Shares  from  the  Vendor  to  the
                  Purchaser;

            (iii) certificates  representing  the Shares duly  endorsed in blank
                  for transfer;

            (iv)  The share certificate  book,  minute book,  corporate seal and
                  all other corporate records and business records of 517244;

            (v)   resignations  of  the  existing  directors  and  officers  of
                  517244;

            (vi)  a legal opinion in form reasonably satisfactory to Purchaser's
                  solicitors in relation to the enforceability of this Agreement
                  and the  other  agreements  delivered  pursuant  to the  terms
                  hereof;

      (c)   At the  Funding  Time,  the  Vendor,  517244,  the  Company  and the
            Purchaser, as the case may be, shall execute and deliver or cause to
            be delivered the following:

            (i)   an assignment of the Shareholders Loans; and

            (ii)  the Remenda Employment contract.


10.3        Purchaser Post Closing Obligations

            Following the Funding Time the Purchaser shall:

      (a)   appoint  new  directors  for 517244 and the Company and cause a duly
            completed  Notice of Change of  Directors  to be filed with  Alberta
            Corporate  Registry and in any other  jurisdictions  where 517244 or
            the Company is registered  and such  notification  is required to be
            filed;

      (b)   designate  a new  registered  office for 517244 and the  Company and
            cause a duly completed  Notice of Change of Address to be filed with
            Alberta Corporate Registry;

      (c)   cause  517244 and the Company to deliver to the former  directors of
            517244 and the Company,  as the case may be, duly executed  releases
            in a form reasonably acceptable to the solicitors for the Vendor;

      (d)   assign the  Remenda  Insurance from the Company to the Vendor or his
            nominee; and

      (e)   assign the TPI Receivable from the Purchaser in favor of the Vendor.

10.4        Johnson Contract

            In due course,  following  the Funding  Time,  the  Purchaser  shall
ensure the payment to Harvey Johnson of the Johnson Severance  Obligation by the
Company.

<PAGE>


                                   ARTICLE 11
                                     GENERAL


11.1        Termination

            This  Agreement  may be  terminated at any time prior to the Funding
Date solely:

      (a)   by mutual  consent of the board of directors  of Purchaser  and the
            board of directors of the Company; or

      (b)   by the Vendor,  the Company and 517244 as a group, on the one hand,
            or by  Purchaser,  on the other hand, if the Closing shall not have
            occurred on or before  April 15, 1999,  provided  that the right to
            terminate this Agreement  under this  Section 11.1(b)  shall not be
            available to either party (with the Vendor,  the Company and 517244
            deemed  to be a single  party  for  this  purpose)  whose  material
            misrepresentation,  breach of  warranty  or failure to fulfill  any
            obligation  under this Agreement has been the cause of, or resulted
            in, the failure of the closing to occur on or before such date; or

      (c)   by the Vendor,  the Company and 517244 as a group, on the one hand,
            or by  Purchaser,  on the  other  hand,  if  there is or has been a
            material  breach,  failure to fulfill or default on the part of the
            other party (with the Vendor,  the Company and 517244  deemed to be
            a single party for this purpose) of any of the  representations and
            warranties  contained  herein or in the due and timely  performance
            and satisfaction of any of the covenants,  agreements or conditions
            contained  herein,  and the curing of such  default  shall not have
            been made or shall not  reasonably  be expected to occur before the
            Funding Date; or

      (d)   by the Vendor,  the Company and 517244 as a group, on the one hand,
            or by  Purchaser,  on the  other  hand,  if there  shall be a final
            non-appealable  order of a federal  or  provincial  court in effect
            preventing  consummation of the  transactions  contemplated by this
            Agreement;  or there  shall be any action  taken,  or any  statute,
            rule, regulation or order enacted,  promulgated or issued or deemed
            applicable to the  transactions  contemplated  by this Agreement by
            any  governmental  entity which would make the  consummation of the
            transactions contemplated by this Agreement illegal.

11.2        Effect of Termination

            In the  event  of the  termination  of this  Agreement  pursuant  to
Section 11.1, this Agreement shall forthwith become ineffective, and there shall
be no liability or  obligation  on the part of any party hereto or its officers,
directors or  shareholders.  Notwithstanding  the  foregoing  sentence,  (i) the
provisions  of  Articles  11 and 8,  shall  remain in full  force and effect and
survive any termination of this  Agreement;  (ii) each party shall remain liable
for any  breach of this  Agreement  prior to its  termination;  and (iii) in the
event of termination of this Agreement  pursuant to Section 11.1(c) above,  then
notwithstanding  the provisions of Section 11.7 below, the breaching party (with
the Vendor,  517244 and the Company  deemed to be a single party for purposes of
this  Article  11),  shall be  liable to the  other  party to the  extent of the
expenses  incurred by such other party in connection with this Agreement and the
transactions  contemplated  hereby,  as well as any damages in  accordance  with
applicable law.

<PAGE>


11.3        Successors and Assigns

            This  Agreement  and the rights of the parties  hereunder may not be
assigned  (except by operation of law) and shall be binding upon and shall inure
to the benefit of the parties hereto,  the successors of the Purchaser,  and the
heirs and legal representatives of the Vendor.  Notwithstanding  anything in the
foregoing  to the  contrary,  the  Purchaser  may  assign  any of its  rights or
obligations  under  this  Agreement  to any  direct or  indirect  Subsidiary  or
Affiliate of the Purchaser in its sole and absolute  discretion  and without the
consent of the Vendor or the Company or 517244;  provided,  however  that in the
event of such assignment the Purchaser shall continue to be liable to the Vendor
for the payment of the Purchase Price.

11.4        Entire Agreement; Amendment; Waiver

            This  Agreement sets forth the entire  understanding  of the parties
hereto  with  respect  to the  transactions  contemplated  hereby.  Each  of the
Schedules  to this  Agreement  is  incorporated  herein  by this  reference  and
expressly made a part hereof. Any and all previous agreements and understandings
between or among the  parties  regarding  the  subject  matter  hereof,  whether
written or oral, are superseded by this  Agreement.  This Agreement shall not be
amended or modified except by a written  instrument duly executed by each of the
parties  hereto.  Any extension or waiver by any party of any  provision  hereto
shall be valid only if set forth in an instrument in writing signed on behalf of
such party.

11.5        Counterparts

            This Agreement may be executed in any number of counterparts and any
party hereto may execute any such  counterpart,  each of which when executed and
delivered shall be deemed to be an original, and all of which counterparts taken
together shall constitute but one and the same instrument.

11.6        Brokers and Agents

            Purchaser  and the Vendor,  the Company and 517244 (as a group) each
represents  and  warrants  to the other that it has not  employed  any broker or
agent for which the other would be liable in  connection  with the  transactions
contemplated  by this  Agreement  and agrees to indemnify  the other against all
losses,  damages or  expenses  relating  to or arising out of claims for fees or
commission  of any broker or agent  employed or alleged to have been employed by
such party.

11.7        Expenses

            The Purchaser has and will pay the fees,  expenses and disbursements
of the  Purchaser  and its  agents,  representatives,  accountants  and  counsel
incurred in connection  with the subject  matter of this  Agreement.  The Vendor
(and not the  Company  or  517244)  have and will  pay the  fees,  expenses  and
disbursements  of  the  Vendor,   the  Company  and  517244  and  their  agents,
representatives,   financial  advisers,  accountants  and  counsel  incurred  in
connection with the subject matter of this Agreement.

<PAGE>


11.8        Specific Performance; Remedies

            Each  party  hereto  acknowledges  that the  other  parties  will be
irreparably  harmed  and that there  will be no  adequate  remedy at law for any
violation by any of them of any of the covenants or agreements contained in this
Agreement,  including without limitation,  the  confidentiality  obligations set
forth in Section  9.2 and the  non-competition  provisions  set forth in Section
9.1. It is accordingly  agreed that, in addition to any other remedies which may
be available  upon the breach of any such  covenants or  agreements,  each party
hereto shall have the right to obtain  injunctive relief to restrain a breach or
threatened breach of, or otherwise to obtain specific  performance of, the other
parties, covenants and agreements contained in this Agreement.

11.9        Notices

            Any notice,  request,  claim, demand, waiver,  consent,  approval or
other communication which is required or permitted hereunder shall be in writing
and shall be deemed  given if  delivered  personally  or sent by  telefax  (with
confirmation of receipt),  by registered or certified mail, postage prepaid,  or
by recognized courier service, as follows:



<PAGE>



            If to the Purchaser or the Company to:

            Workflow Management Inc.
            240 Royal Palm Way
            Palm Beach, Fl.
            USA 33480

            Attn: Claudia S. Amlie
            Vice President and General Counsel

            (Telefax:  (561) 659-5099)

            with a required copy to:

            McCarthy Tetrault
            #3300, 421 - 7 Avenue S.W.
            Calgary, Alberta   T2P 4K9

            Attn: John S. Osler

            (Telefax: (403) 260-3501)

            and to:

            Kaufman & Canoles
            Post Office Box 3037
            Norfolk, Virginia 23514

            Attn: T. Richard Litton, Jr., Esq.
            (Telefax: (757)624-3169)
            If to the Vendor to:

             (Telefax: (757) 624-3169)

            and to:

            the Vendor
            11163 Harvest Hills Gate N.E.
            Calgary, Alberta
            T3K 3X2

            and to:

            Field Atkinson Perraton
            Suite 1900, 350 - 7 Avenue S.W.
            Calgary, Alberta   T2P 3N9

            Attention:  John R. Perraton, Q.C.

            (Telefax: (403) 264-7084)

<PAGE>



            or to such other address as the person to whom notice is to be given
may have specified in a notice duly given to the sender as provided herein. Such
notice, request, claim, demand, waiver, consent, approval or other communication
shall be  deemed  to have  been  given as of the date so  delivered,  telefaxed,
mailed or  dispatched  and, if given by any other  means,  shall be deemed given
only when actually received by the addressees.

11.10       Governing Law

    (a)     Subject to the provisions of Section 11.10(b) below,  this Agreement
            shall be  governed by and  construed,  interpreted  and  enforced in
            accordance  with the laws of Alberta and the federal  laws of Canada
            applicable therein.  Any disputes arising out of, in connection with
            or with respect to this  Agreement,  the subject matter hereof,  the
            performance or non-performance of any obligation  hereunder,  or any
            of the  transactions  contemplated  hereby shall be adjudicated in a
            court  of  competent  civil  jurisdiction  sitting  in the  City  of
            Calgary,  Alberta and appeal courts therefrom and nowhere else. Each
            of the parties hereto hereby irrevocably submits to the jurisdiction
            of such court for the  purposes of any suit,  civil  action or other
            proceeding  arising out of, in  connection  with or with  respect to
            this  Agreement,  the subject  matter  hereof,  the  performance  or
            non-performance  of  any  obligation   hereunder,   or  any  of  the
            transactions contemplated hereby (collectively, "Suit"). Each of the
            parties  hereto  hereby  waives  and  agrees not to assert by way of
            motion,  as a defense or otherwise in any such Suit,  any claim that
            it is not subject to the jurisdiction of the above courts, that such
            Suit is brought in an inconvenient  forum, or that the venue of such
            Suit is improper.

    (b)     Prior to  instituting  any formal legal actions in  connection  with
            disputes  arising  under this  Agreement,  the Vendor,  the Company,
            517244 and the Purchaser  (collectively,  the "Parties") shall first
            attempt to resolve their disputes informally as follows:

            (i)     upon written request of a Party,  each Party shall appoint a
                    designated  representative whose task it will be to meet for
                    the purpose of  endeavoring  to resolve such  dispute,  such
                    meetings to be held in Calgary, Alberta;

            (ii)    the  designated  representatives  shall meet as often as the
                    Parties  reasonably  deem  necessary  in order to gather and
                    furnish  to the other all  information  with  respect to the
                    matter in issue which the Parties  believe to be appropriate
                    and  germane  in  connection  with  its  resolution  and the
                    representatives  shall  discuss the problem and negotiate in
                    good faith in an effort to resolve the  dispute  without the
                    necessity of any formal proceeding;

            (iii)   during the course of negotiations,  all reasonable  requests
                    made by one Party to another for nonprivileged  information,
                    reasonably  related to this Agreement,  shall be honoured in
                    order that each of the Parties  may be fully  advised of the
                    other's position;

<PAGE>


            (iv)    the  specific  format  for  discussion  shall be left to the
                    discretion of the Parties,  but may include the  preparation
                    of agreed upon  statements of fact or written  statements of
                    position;

            (v)     formal  proceedings  for the resolution of a dispute may not
                    be  commenced  until  the  earlier  of  (A)  the  designated
                    representatives  concluding  in  good  faith  that  amicable
                    resolution through continued  negotiation of the matter does
                    not appear  likely or (B) 30 days after the initial  request
                    to negotiate the dispute;

            (vi)    the foregoing  provisions of this Section 11.10(b) shall not
                    be  construed  to  prevent a Party from  instituting,  and a
                    Party is authorized to institute, formal proceedings earlier
                    to avoid the expiration of any applicable limitations period
                    or  to  preserve  a  superior  position  to  creditors.   In
                    addition,  (i)  nothing in this  Section  11.10(b)  shall be
                    construed  to limit  the  rights  of the  Purchaser  to seek
                    injunctive  relief in the event that the Vendor violates any
                    of the  provisions  of  Article  9 and  (ii) any  Party  may
                    institute formal legal  proceedings if it makes a good faith
                    determination  that a breach of the terms of this  Agreement
                    by  another  Party is such that the  damages  to such  Party
                    resulting from the breach will be so immediate,  so large or
                    severe,  and so incapable of adequate redress after the fact
                    that a  temporary  restraining  order  or  other  injunctive
                    relief is the only adequate remedy.

11.11       Severability

            If any provision of this Agreement or the application thereof to any
person or circumstances  is held invalid or  unenforceable in any  jurisdiction,
the remainder  hereof,  and the  application of such provision to such person or
circumstances in any other jurisdiction,  shall not be affected thereby,  and to
this end the  provisions of this  Agreement  shall be  severable.  The preceding
sentence is in addition to and not in place of the  severability  provisions  in
Section 9.5.

11.12       Absence of Third Party Beneficiary Rights

            No provision of this  Agreement is intended,  nor will any provision
be interpreted,  to provide or to create any third party  beneficiary  rights or
any other rights of any kind in any client,  customer,  affiliate,  shareholder,
employee or partner of any party hereto or any other person or entity.

11.13       Mutual Drafting

            This Agreement is the mutual product of the parties hereto, and each
provision  hereof has been subject to the mutual  consultation,  negotiation and
agreement of each of the parties,  and shall not be construed for or against any
party hereto.

<PAGE>


11.14       Further Representations

            Each party to this Agreement acknowledges and represents that it has
been  represented by its own legal counsel in connection  with the  transactions
contemplated  by this  Agreement,  with the opportunity to seek advice as to its
legal rights from such counsel.  Each party further  represents that it is being
independently   advised  as  to  the  tax   consequences  of  the   transactions
contemplated  by this  Agreement  and is not  relying on any  representation  or
statements made by the other party as to such tax consequences.


11.15       Further Assurances

            From time to time  subsequent to the Funding Date, the parties shall
execute  and deliver or cause the  execution  and  delivery  of such  additional
documents  as may be  reasonably  required  to  carry  out  the  intent  of this
Agreement.


<PAGE>



IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
Effective Date.



                                             DATA BUSINESS FORMS LIMITED

                                             By: /s/ Data Business Forms Limited
                                                --------------------------------
                                             Name:
                                             Title:

                                             By:
                                                 -------------------------------
                                             Name:
                                             Title:

SIGNED, SEALED, AND DELIVERED in
the presence of:


                                             /s/ Ray Remenda
---------------------------------            -----------------------------------
Witness                                      Ray Remenda


                                             SUNDOG PRINTING LIMITED

                                             By:/s/ Sundog Printing Limited
                                             -----------------------------------
                                             Name:

                                             Title:

                                             517244 ALBERTA LIMITED

                                             By: /s/ 517244 Alberta Limited
                                             -----------------------------------
                                             Name:

                                             Title: