EXHIBIT
      10.13

    
 

    
      	
              A.

               

            	
              The
                authorized and issued shares of the Corporation are amended
                to:

               

            
	 	
              (i)

               

            	
              create
                an unlimited number of the following classes of shares:

               

            
	 	 	 	
              Exchangeable
                Shares

               

              Class
                A Common Shares

               

            
	 	
              (ii)

               

            	
              change
                each issued and outstanding Common Share into 3,366,855.84 Exchangeable
                Shares;

               

            
	 	
              (iii)

               

            	
              following
                the changes as provided in (i) and (ii), cancel all the authorized
                and
                unissued Common Shares and the rights, privileges, restrictions and
                conditions attached thereto;

               

            
	 	
              so
                that after giving effect to the foregoing, the Corporation is authorized
                to issue unlimited Exchangeable Shares and Class A Common
                Shares.

               

            
	
              B.

               

            	
              The
                rights, privileges, restrictions and conditions attaching to the
                Exchangeable Shares and the Class A Common Shares are set out in
                Schedule
                1 attached hereto.

               

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      SCHEDULE
        1

       

      ARTICLE
        1

      INTERPRETATION

       

      For
        the
        purposes of these rights, privileges, restrictions and conditions:

       

      Section
        1.1 Definitions.

       

      “Act”
        means the Business Corporations Act (Ontario), as amended, consolidated or
        reenacted from time to time.

       

      “AdValiant
        USA Common Shares” means the shares of common stock, with a par value
        of $0.01 per share, in the capital of AdValiant USA, Inc., a corporation
        organized and existing under the laws of Delaware.

       

      “Automatic
        Redemption Date” means the date for the automatic redemption by the
        Corporation of Exchangeable Shares pursuant to Article 7 of these share
        provisions, which date shall be the tenth anniversary date of the Effective
        Date, unless such date shall be extended by the Board of Directors at any
        time
        or from time to time to a specified later date being not later than the
        fifteenth anniversary of the Effective Date, upon at least 60 days’ prior
        written notice of any such extension to the registered holders of the
        Exchangeable Shares, in which case the Automatic Redemption Date shall be
        the
        later date designated in such notice.

       

      “Board
        of Directors” means the Board of Directors of the Corporation and any
        committee thereof acting within its authority.

       

      “Business
        Day” means any day other than a Saturday, a Sunday or a day when banks
        are not open for business in Toronto, Ontario.

       

      “Class
        A Common Shares” means the multiple voting common shares in the capital
        of the Corporation.

       

      “Corporation”
        means AdValiant, Inc., a corporation incorporated and existing under the
        Act.

       

      “Current
        Market Price” means, in respect of a ParentCo Common Share on any date,
        the average of the closing bid and ask prices of ParentCo Common Shares during
        a
        period of 10 consecutive trading days ending not more than five trading days
        before such date on the principal U.S. stock exchange or automated quotation
        system on which the ParentCo Common Shares are listed or quoted, as the case
        may
        be, as may be selected by the Board of Directors for such purpose; provided,
        however, that if in the opinion of the Board of Directors the public
        distribution or trading activity of ParentCo Common Shares during such period
        does not create a market which reflects the fair market value of ParentCo
        Common
        Shares or ParentCo Common Shares are not listed on a U.S. stock exchange,
        quoted
        on an automated quotation system, or reported on the NASD OTCBB, then the
        Current Market Price of a ParentCo Common Share shall be determined by the
        Board
        of Directors based upon the advice of such qualified independent financial
        advisors as the Board of Directors may deem to be appropriate, and provided
        further than any such selection, opinion or determination by the Board of
        Directors shall be conclusive and binding.

       

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      “DGI
        Common Shares”
        means the shares of common stock, with a par value of $0.001 per share, in
        the
        capital of Dialog Group, Inc., a corporation organized and existing under
        the
        laws of Delaware;

       

      “Effective
        Date” means the date of the completion of the Reorganization.


       

      “Escrow
        Agreement” means an agreement dated as of June 30, 2005 among the
        Corporation, Dialog Group, Inc., AdValiant Acquisition Corp., AdValiant USA,
        Inc., Empire Media, Inc., Jivan Manhas and Matthew Wise, and Mark Siegel
        as
        escrow agent, pursuant to which the escrow agent holds a specified number
        of
        Exchangeable Shares in accordance with the terms thereof.

       

      “Exchangeable
        Share Consideration” means, with respect to each Exchangeable Share,
        for any acquisition of, or redemption of, or distribution of assets of the
        Corporation in respect of, Exchangeable Shares pursuant to these share
        provisions, the Support Agreement or the Voting and Exchange Trust Agreement,
        for that part of the consideration which is:

       

      
        	(a)	
                the
                  Current Market Price of a ParentCo Common Share, such consideration
                  shall
                  be fully paid and satisfied by the delivery of one ParentCo Common
                  Share,
                  as evidenced by certificates representing the aggregate number
                  of such
                  ParentCo Common Shares;

              


      

       

      
        	(b)	
                the
                  amount of all declared and unpaid and undeclared but payable cash
                  dividends deliverable in connection with such action, a cheque
                  or cheques
                  payable at par at any branch of the bankers of the payor;
                  and

              


      

       

      
        	(c)	
                all
                  declared and unpaid non-cash dividends deliverable in connection
                  with such
                  action, such consideration shall be fully satisfied by the delivery
                  of
                  such non-cash items;

              


      

       

      provided
        that (i) any such share consideration shall be duly issued as fully paid
        and
        non-assessable and any such property shall be delivered free and clear of
        any
        lien, claim, encumbrance, security interest or adverse claim or interest
        created
        by or through the Corporation or ParentCo; and (ii) such consideration shall
        be
        paid less any tax required to be deducted and withheld therefrom, unless
        the
        holder provides to the Corporation a certificate or such other assurance
        as is
        provided for under applicable legislation as is required to ensure that the
        Corporation is not liable for such tax, and without interest. 

       

      “Exchangeable
        Share Price” means, for each Exchangeable Share, at any given date, an
        amount equal to the aggregate of:

       

      
        	(a)	
                the
                  Current Market Price of a ParentCo Common Share;
                  plus

              


      

       

      
        	(b)	
                an
                  additional amount equal to the full amount of all cash dividends
                  declared
                  and unpaid on such Exchangeable Share;
                  plus

              


      

       

      
        	(c)	
                an
                  additional amount equal to all dividends declared on a ParentCo
                  Common
                  Share which have not been declared on each Exchangeable Share in
                  accordance herewith; plus

              


      

       

      
        	(d)	
                an
                  additional amount representing the value of non-cash dividends
                  declared
                  and unpaid on such Exchangeable
                  Share.

              


      

       

       

      
        
          
          

        

        
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      “Exchangeable
        Shares” means the Exchangeable Shares of the Corporation having the
        rights, privileges, restrictions and conditions set forth herein.

       

      “Liquidation
        Amount”has the meaning provided in Section 5.1 hereof.

       

      “Liquidation
        Call Right” has the meaning provided in the Support
        Agreement

       

      “Liquidation
        Date” has the meaning provided in Section 5.1 hereof.

       

      “Merger”
        means the merger of AdValiant USA, Inc. and AdValiant Acquisition Corp. under
        the laws of Delaware pursuant to the Merger Agreement.

       

      “Merger
        Agreement” means the agreement between the Corporation, certain
        shareholders thereof, Dialog Group, Inc., AdValiant Acquisition Corp. and
        AdValiant USA., Inc. contemplating the Reorganization and the
        Merger.

       

      “ParentCo”
        means (i) AdValiant USA, Inc., a corporation organized and existing under
        the
        laws of the State of Delaware, if the reference is made in respect of an
        action
        to be taken by or in respect of “ParentCo” prior to the effective time of the
        Merger and (ii) Dialog Group, Inc., a corporation organized and existing
        under
        the laws of Delaware, if the reference is made in respect of an action to
        be
        taken by or in respect of “ParentCo” on or after the effective time of the
        Merger and, in either case, includes any successor corporation of AdValiant
        USA,
        Inc. and Dialog Group, Inc.

       

      “ParentCo
        Call Notice” has the meaning provided in Section 6.3
        hereof.

       

      “ParentCo
        Common Shares” means AdValiant USA Common Shares prior to the effective
        time of the Merger and DGI Common Shares on or after the effective time of
        the
        Merger and any other securities in substitution therefor as provided in Section
        2.5 of the Support Agreement.

       

      “ParentCo
        Dividend Declaration Date” means the date on which the board of
        directors of ParentCo declares any dividend on the ParentCo Common
        Shares.

       

      “ParentCo
        Sub” means any subsidiary of ParentCo (other than the Corporation)
        incorporated under the laws of a Province of Canada or the federal laws of
        Canada;

       

      “Purchase
        Price” has the meaning provided in Section 6.3 hereof.

       

      “RCR
        Exercising Party” has the meaning provided in Section 6.3
        hereof.

       

      “Redemption
        Call Purchase Price” has the meaning provided in the Support
        Agreement.

       

      “Redemption
        Call Right” has the meaning provided in the Support
        Agreement.

       

      “Redemption
        Price” has the meaning provided in Section 7.1 hereof.

       

      “Reorganization”
        means the reorganization of the capital structure of the Corporation pursuant
        to
        which the Corporation issued certain Exchangeable Shares.

       

      “Retracted
        Shares” has the meaning provided in Subsection 6.1(i)
        hereof.

       

       

      
        
          
          

        

        
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      “Retraction
        Call Right” has the meaning provided in Subsection 6.1(iii)
        hereof.

       

      “Retraction
        Date” has the meaning provided in Subsection 6.1(ii)
        hereof.

       

      “Retraction
        Price” has the meaning provided in Section 6.1 hereof.

       

      “Retraction
        Request” has the meaning provided in Section 6.1 hereof.

       

      “Subsidiary”,
        in relation to any person, means any body corporate, partnership, joint venture,
        association or other entity of which more than 50% of the total voting power
        of
        shares or units of ownership or beneficial interest entitled to vote in the
        election of directors (or members of a comparable governing body) is owned
        or
        controlled, directly or indirectly, by such person.

       

      “Support
        Agreement”means the Support Agreement between AdValiant USA, Inc.,
        Dialog Group, Inc. and the Corporation made as of the Effective
        Date.

       

      “Trustee”
        means Empire Media, Inc. and any successor trustee appointed under the Voting
        and Exchange Trust Agreement.

       

      “Voting
        and Exchange Trust Agreement” means the Voting and Exchange Trust
        Agreement between the Corporation, Dialog Group, Inc., AdValiant USA, Inc.,
        Empire Media, Inc. (as a shareholder of the Corporation and Trustee), Jivan
        Manhas and Matthew Wise made as of the Effective Date.

       

      ARTICLE
        2

      RANKING
        OF EXCHANGEABLE SHARES

       

      Section
        2.1 The
        Exchangeable Shares shall be entitled to a preference over the Class A Common
        Shares and any other shares ranking junior to the Exchangeable Shares, with
        respect to (i) priority in payment of dividends, and (ii) the distribution
        of
        assets in the event of the liquidation dissolution or winding-up of the
        Corporation, whether voluntary or involuntary, or any other distribution
        of the
        assets of the Corporation among its shareholders for the purpose of winding-up
        its affairs.

       

      ARTICLE
        3

      DIVIDENDS

       

      Section
        3.1 A
        holder
        of an Exchangeable Share shall be entitled to receive and the Board of Directors
        shall, subject to applicable law, on each ParentCo Dividend Declaration Date,
        declare a dividend on each Exchangeable Share (a) in the case of a cash dividend
        declared on the ParentCo Common Shares, in an amount in cash for each
        Exchangeable Share equal to the cash dividend declared on each ParentCo Common
        Share or (b) in the case of a share dividend declared on the ParentCo Common
        Share to be paid in ParentCo Common Shares, in such number of Exchangeable
        Shares for each Exchangeable Share as is equal to the number of ParentCo
        Common
        Shares to be paid on each ParentCo Common Share or (c) in the case of a dividend
        declared on the ParentCo Common Shares in property (other than cash or ParentCo
        Common Shares) in such type and amount of property for each Exchangeable
        Share
        as is the same as the type and amount of property declared as a dividend
        on each
        ParentCo Common Share. Such dividends shall be paid out of money, assets
        or
        property of the Corporation properly applicable to the payment of dividends,
        or
        out of authorized but unissued shares of the Corporation.

       

       

      
        
          
          

        

        
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      Section
        3.2 Cheques
        of the Corporation payable at par at any branch of the bankers of the
        Corporation shall be issued in respect of any cash dividends contemplated
        by
        Subsection 3.1(a) hereof and the sending of such a cheque to each holder
        of an
        Exchangeable Share (less any tax required to be deducted and withheld from
        such
        dividends paid or credited by the Corporation) at the address of such holder
        according to the share register of the Corporation shall satisfy the cash
        dividends represented thereby unless the cheque is not paid on presentation.
        Certificates registered in the name of the registered holder of Exchangeable
        Shares shall be issued or transferred in respect of any share dividends
        contemplated by Subsection 3.1(b) hereof and the sending of such a certificate
        to each holder of an Exchangeable Share at the address for such holder according
        to the share register of the Corporation shall satisfy the share dividend
        represented thereby. Such other type and amount of property in respect of
        any
        dividends contemplated by Subsection 3.1(c) hereof shall be issued, distributed
        or transferred by the Corporation in such manner as it shall determine and
        the
        issuance, distribution or transfer thereof by the Corporation to each holder
        of
        an Exchangeable Share at the address for such holder according to the share
        register of the Corporation shall satisfy the dividend represented thereby.
        In
        all cases any such dividends shall be subject to any reduction or adjustment
        for
        tax required to be deducted and withheld from such dividends paid or credited
        by
        the Corporation. No holder of an Exchangeable Share shall be entitled to
        recover
        by action or other legal process against the Corporation any dividend which
        is
        represented by a cheque that has not been duly presented to the Corporation’s
        bankers for payment or which otherwise remains unclaimed for a period of
        six
        years from the date on which such dividend was payable.

       

      Section
        3.3 The
        record date for the determination of the holders of Exchangeable Shares entitled
        to receive payment of, and the payment date for, any dividend declared on
        the
        Exchangeable Shares under Section 3.1 hereof shall be the same dates as the
        record date and payment date, respectively, for the corresponding dividend
        declared on the ParentCo Common Shares.

       

      Section
        3.4 If
        on any
        payment date for any dividends declared on the Exchangeable Shares under
        Section
        3.1 hereof the dividends are not paid in full on all of the Exchangeable
        Shares
        then outstanding, any such dividends which remain unpaid shall be paid on
        a
        subsequent date or dates determined by the Board of Directors on which the
        Corporation shall have sufficient moneys, assets or property properly applicable
        to the payment of such dividends.

       

      Section
        3.5 Except
        as
        provided in this Article 3, the holders of Exchangeable Shares shall not
        be
        entitled to receive dividends in respect thereof.

       

      ARTICLE
        4

      CERTAIN
        RESTRICTIONS

       

      Section
        4.1 So
        long as any of the Exchangeable Shares are outstanding, the Corporation shall
        not without, but may at any time with, the approval of the holders of the
        Exchangeable Shares given as specified in Section 9.2 of these share
        provisions:

       

      
        	(a)	
                at
                  any time amend the articles or by-laws of the Corporation in a
                  manner
                  which would prejudicially affect the holders of Exchangeable Shares
                  in any
                  material respect; or

              


      

       

       

      
        
          
          

        

        
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        	(b)	
                at
                  any time amalgamate with any other corporation, initiate the voluntary
                  liquidation, dissolution or winding-up of the Corporation nor take
                  any
                  action or omit to take any action that is designed to result in
                  the
                  liquidation, dissolution or winding-up of the
                  Corporation.

              


      

       

      Section
        4.2 So
        long
        as any of the Exchangeable Shares are outstanding and the Corporation is
        in
        default in the declaration and payment of dividends on the outstanding
        Exchangeable Shares corresponding to dividends declared with a record date
        on or
        following the Effective Date on the ParentCo Common Shares, the Corporation
        shall not at any time without, but may at any time with, the approval of
        the
        holders of the Exchangeable Shares given as specified in Section 9.2 of these
        share provisions:

       

      
        	(a)	
                pay
                  any dividends on the Class A Common Shares, or any other shares
                  ranking
                  junior to the Exchangeable Shares, other than share dividends payable
                  in
                  any such other shares ranking junior to the Exchangeable
                  Shares;

              


      

       

      
        	(b)	
                redeem
                  or purchase or make any capital distribution in respect of Class
                  A Common
                  Shares or any other shares ranking junior to the Exchangeable Shares
                  with
                  respect to the payment of dividends or on any liquidation distribution;
                  or

              


      

       

      
        	(c)	
                redeem
                  or purchase any other shares of the Corporation ranking equally
                  with the
                  Exchangeable Shares with respect of the payment of dividends or
                  on any
                  liquidation distribution.

              


      

       

      ARTICLE
        5

      DISTRIBUTION
        ON LIQUIDATION

       

      Section
        5.1 In
        the
        event of the liquidation, dissolution or winding-up of the Corporation or
        any
        other distribution of the assets of the Corporation among its shareholders
        for
        the purpose of winding-up its affairs, a holder of Exchangeable Shares shall
        be
        entitled, subject to applicable law, to receive from the assets of the
        Corporation in respect of each Exchangeable Share held by such holder on
        the
        effective date of such liquidation, dissolution or winding-up (the “Liquidation
        Date”), before any distribution of any part of the assets of the Corporation to
        the holders of the Class A Common Shares or any other shares ranking junior
        to
        the Exchangeable Shares, an amount equal to the Exchangeable Share Price
        applicable on the last Business Day prior to the Liquidation Date (the
“Liquidation Amount”) which, as set forth in section 5.2, shall be fully paid
        and satisfied by the delivery by or on behalf of the Corporation of the
        Exchangeable Share Consideration representing such holder’s total Liquidation
        Amount. In connection with payment of the Exchangeable Share Consideration
        representing the total Liquidation Amount, the Corporation shall be entitled
        to
        liquidate some of the ParentCo Common Shares which would otherwise be
        deliverable to the particular holder of Exchangeable Shares in order to fund
        any
        statutory withholding tax obligation.

       

      Section
        5.2 Within
        10
        Business Days after the Liquidation Date, and subject to the exercise by
        ParentCo or ParentCo Sub of the Liquidation Call Right, and receipt by the
        Corporation of appropriate certificates or other assurances in respect of
        applicable taxes related to the payment of the Exchangeable Share Consideration,
        the Corporation shall cause to be delivered to the holders of the Exchangeable
        Shares the Exchangeable Share Consideration representing the Liquidation
        Amount
        for each such Exchangeable Share upon presentation and surrender of the
        certificates representing such Exchangeable Shares, together with such other
        documents and instruments as may be required to effect 

       

       

      
        
          
          

        

        
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      a
        transfer of Exchangeable Shares under the Act and the by-laws of the Corporation
        and such additional documents and instruments as the Corporation may reasonably
        require, at the registered office of the Corporation or such other office
        in
        Ontario, Canada as may be specified by the Corporation by notice to the holders
        of the Exchangeable Shares. The Exchangeable Share Consideration representing
        the total Liquidation Amount for such Exchangeable Shares shall be delivered
        to
        each holder, at the address of the holder recorded in the securities register
        of
        the Corporation for the Exchangeable Shares or by holding for pick-up by
        the
        holder at the registered office of the Corporation or at such other office
        in
        Ontario, Canada as may be specified by the Corporation by notice to the holders
        of Exchangeable Shares. On and after the Liquidation Date, the holders of
        the
        Exchangeable Shares shall cease to be holders of such Exchangeable Shares
        and
        shall not be entitled to exercise any of the rights of holders in respect
        thereof, other than the right to receive their respective Exchangeable Share
        Consideration, unless payment of the Exchangeable Share Consideration
        representing the total Liquidation Amount for such Exchangeable Shares shall
        not
        be made upon presentation and surrender of share certificates in accordance
        with
        the foregoing provisions, in which case the rights of the holders shall remain
        unaffected until the Exchangeable Share Consideration representing the total
        Liquidation Amount has been paid in the manner hereinbefore provided. The
        Corporation shall have the right at any time on or after the Liquidation
        Date to
        deposit or cause to be deposited the Exchangeable Share Consideration in
        respect
        of the Exchangeable Shares represented by certificates that have not at the
        Liquidation Date been surrendered by the holders thereof in a custodial account
        or for safekeeping, in the case of non-cash items, with any chartered bank
        or
        trust company in Canada. Upon such deposit being made, the rights of the
        holders
        of Exchangeable Shares after such deposit shall be limited to receiving their
        proportionate share of the Exchangeable Share Consideration representing
        the
        total Liquidation Amount for such Exchangeable Shares so deposited, against
        presentation and surrender of the said certificates held by them, respectively,
        in accordance with the foregoing provisions. Upon such payment or deposit
        of
        such Exchangeable Share Consideration, the holders of the Exchangeable Shares
        shall thereafter be considered and deemed for all purposes to be the holders
        of
        the ParentCo Common Shares delivered to them. Notwithstanding the foregoing,
        until such payment or deposit of such Exchangeable Share Consideration, the
        holder shall be deemed to still be a holder of Exchangeable Shares for purposes
        of all voting rights in ParentCo with respect thereto under the Voting and
        Exchange Trust Agreement.

       

      Section
        5.3 After
        the
        Corporation has satisfied its obligations to pay the holders of the Exchangeable
        Shares the Exchangeable Share Consideration representing the Liquidation
        Amount
        per Exchangeable Share, such holders shall not be entitled to share in any
        further distribution of the assets of the Corporation.

       

      Section
        5.4 If
        ParentCo or ParentCo Sub exercises the Liquidation Call Right, each holder
        of
        Exchangeable Shares shall be obligated to sell on the Liquidation Date all
        the
        Exchangeable Shares held by such holder to whichever of ParentCo or ParentCo
        Sub, has exercised the Liquidation Call Right on payment by whichever of
        ParentCo or ParentCo Sub has exercised the Liquidation Call Right to the
        holder
        of the Exchangeable Share Consideration representing the Liquidation Call
        Purchase Price for each such share.

       

       

      
        
          
          

        

        
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      ARTICLE
        6

      RETRACTION
        OF EXCHANGEABLE SHARES BY HOLDER

       

      Section
        6.1 A
        holder
        of Exchangeable Shares shall be entitled at any time, subject to the exercise
        by
        ParentCo or ParentCo Sub of the Retraction Call Right which, if exercised
        by
        ParentCo or ParentCo Sub, shall be binding on the holders of Exchangeable
        Shares, and otherwise upon compliance with the provisions of this Article
        6, to
        require the Corporation to redeem any or all of the Exchangeable Shares
        registered in the name of such holder for an amount equal to the Exchangeable
        Share Price applicable on the last Business Day prior to the Retraction Date
        (the “Retraction Price”), which as set forth in section 6.4, shall be fully paid
        and satisfied by the delivery by or on behalf of the Corporation of the
        Exchangeable Share Consideration representing such holders total Retraction
        Price. In connection with payment of the Exchangeable Share Consideration
        representing the total Retraction Price, the Corporation shall be entitled
        to
        liquidate some of the ParentCo Common Shares that would otherwise be deliverable
        to the particular holder of Exchangeable Shares in order to fund any statutory
        withholding tax obligation. To effect such redemption, the holder shall present
        and surrender at the registered office of the Corporation or at such other
        office in Ontario, Canada as may be specified by the Corporation by notice
        to
        the holders of Exchangeable Shares the certificate or certificates representing
        the Exchangeable Shares which the holder desires to have the Corporation
        redeem,
        together with such other documents and instruments as may be required to
        effect
        a transfer of Exchangeable Shares under the Act and the by-laws of the
        Corporation and such additional documents and instruments as the Corporation
        may
        reasonably require, and together with a duly executed statement (the “Retraction
        Request”) in the form of Schedule A hereto or in such other form as maybe
        acceptable to the Corporation:

       

      
        	
              	(i)	
                specifying
                  that the holder desires to have all or any number specified therein
                  of the
                  Exchangeable Shares represented by such certificate or certificates
                  (the
                  “Retracted Shares”) redeemed by the
                  Corporation;

              


      

       

      
        	
              	(ii)	
                stating
                  the Business Day on which the holder desires to have the Corporation
                  redeem the Retracted Shares (the “Retraction Date”), provided that such
                  date shall be not less than ten Business Days nor more than fifteen
                  Business Days after the date on which the Retraction Request is
                  received
                  by the Corporation and further provided that, in the event that
                  no such
                  Business Day is specified by the holder in the Retraction Request,
                  the
                  Retraction Date shall be deemed to be the tenth Business Day after
                  the
                  date on which the Retraction Request is received by the
                  Corporation,

              


      

       

      
        	
              	(iii)	
                acknowledging
                  the overriding right (the “Retraction Call Right”) of ParentCo or, at
                  ParentCo’s option, ParentCo Sub to purchase all but not less than all the
                  Retracted Shares directly from the holder and that the Retraction
                  Request
                  shall be deemed to be a revocable offer by the holder to sell the
                  Retracted Shares in accordance with the Retraction Call Right on
                  the terms
                  and conditions set out in Section 6.3
                  below.

              


      

       

      Section
        6.2 Subject
        to the exercise by ParentCo or, at ParentCo’s option, ParentCo Sub of the
        Retraction Call Right, upon receipt by the Corporation in the manner specified
        in Section 6.1 hereof of a certificate or certificates representing the number
        of Exchangeable Shares which the holder desires to have the Corporation redeem,
        together with a Retraction Request as well as appropriate certificates or
        other
        assurances in respect of applicable taxes related to the payment of the Exchange
        Share Consideration, and provided that the Retraction Request is not revoked
        by
        the holder in the manner specified in Section 6.7 hereof, the Corporation
        shall
        redeem the Retracted Shares effective at the close of business on the Retraction
        Date and shall cause to be delivered on the Retraction Date to such holder
        the
        Exchangeable Share Consideration representing the total Retraction Price
        with
        respect to such shares in accordance with Section 6.4 hereof. If only a part
        of
        the Exchangeable Shares represented by any certificate are redeemed or purchased
        by ParentCo pursuant to the Retraction Call Right, a new certificate for
        the
        balance of such Exchangeable Shares shall be issued on the Retraction Date
        to
        the holder at the expense of the Corporation.

       

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

      Section
        6.3 Upon
        receipt by the Corporation of a Retraction Request, the Corporation shall
        immediately notify ParentCo thereof. In order to exercise the Retraction
        Call
        Right, ParentCo or ParentCo Sub must notify the Corporation in writing of
        its
        determination to do so (the “ParentCo Call Notice”) within five Business Days of
        such notification. If neither ParentCo nor ParentCo Sub notifies the Corporation
        within five Business Days, the Corporation will notify the holder as soon
        as
        possible thereafter that ParentCo and ParentCo Sub will not exercise the
        Retraction Call Right. If ParentCo or ParentCo Sub delivers the ParentCo
        Call
        Notice within such five Business Days, and provided that the Retraction Request
        is not revoked by the holder in the manner specified in Section 6.7, the
        Retraction Request shall thereupon be considered only to be an offer by the
        holder to sell the Retracted Shares to whichever of ParentCo and ParentCo
        Sub is
        exercising the Retraction Call Right (the “RCR Exercising Party”) in accordance
        with the Retraction Call Right. In such event, the Corporation shall not
        redeem
        the Retracted Shares and the RCR Exercising Party shall purchase from such
        holder and such holder shall sell to the RCR Exercising Party on the Retraction
        Date the Retracted Shares for a purchase price (the “Purchase Price”) per share
        equal to the Retraction Price per share, which as set forth in section 6.4,
        shall be fully paid and satisfied by the delivery by or on behalf of the
        RCR
        Exercising Party of the Exchangeable Share Consideration representing such
        holder’s total Purchase Price. For the purposes of completing a purchase
        pursuant to the Retraction Call Right, the RCR Exercising Party shall deposit
        with the Corporation, on or before the Retraction Date, the Exchangeable
        Share
        Consideration for each Exchangeable Share to be purchased. Provided that
        such
        Exchangeable Share Consideration has been so deposited with the Corporation,
        the
        closing of the purchase and sale of the Retracted Shares pursuant to the
        Retraction Call Right shall be deemed to have occurred as at the close of
        business on the Retraction Date and, for greater certainty, no redemption
        by the
        Corporation of such Retracted Shares shall take place on the Retraction Date.
        In
        the event that neither ParentCo nor ParentCo Sub delivers a ParentCo Call
        Notice
        within five Business Days or otherwise comply with these Exchangeable Share
        provisions in respect thereto, and provided that the Retraction Request is
        not
        revoked by the holder in the manner specified in Section 6.7 hereof, the
        Corporation shall redeem the Retracted Shares on the Retraction Date and
        in the
        manner otherwise contemplated in this Article 6.

       

      Section
        6.4 Subject
        to receipt by the Corporation or the RCR Exercising Party of appropriate
        certificates or other assurances in respect of applicable taxes related to
        the
        payment of the Exchangeable Share Consideration, the Corporation or the RCR
        Exercising Party, as the case may be, shall deliver on the Retraction Date
        the
        Exchangeable Share Consideration representing the total Retraction Price
        or the
        total Purchase Price, as the case may be, to the relevant holder, at the
        address
        of the holder recorded in the securities register of the Corporation for
        the
        Exchangeable Shares or at the address specified in the holder’s Retraction
        Request or by holding for pick up by the holder at the registered office
        of the
        Corporation or at such other office in Ontario, Canada as may be specified
        by
        the Corporation by notice to the holders of Exchangeable Shares and such
        delivery of such Exchangeable Share Consideration shall be deemed to be payment
        of and shall satisfy and discharge all liability under this Article 6, except
        as
        to any cheque included therein which is not paid on due
        presentation.

       

       

      
        
          
          

        

        
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      Section
        6.5 On
        and
        after the close of business on the Retraction Date, the holder of the Retracted
        Shares shall not be entitled to exercise any of the rights of a holder in
        respect thereof, other than the right to receive the Exchangeable Share
        Consideration representing the total Retraction Price or total Purchase Price,
        as the case may be, unless upon presentation and surrender of certificates
        in
        accordance with the foregoing provisions, payment of the Exchangeable Share
        Consideration representing the total Retraction Price or the total Purchase
        Price, as the case may be, shall not be made, in which case the rights of
        such
        holder shall remain unaffected until the Exchangeable Share Consideration
        representing the total Retraction Price or the total Purchase Price, as the
        case
        may be, has been paid in the manner hereinbefore provided. On and after the
        close of business on the Retraction Date, provided that presentation and
        surrender of certificates and payment of the total Retraction Price or the
        total
        Purchase Price, as the case may be, has been made in accordance with the
        foregoing provisions, the holder of the Retracted Shares so redeemed by the
        Corporation or purchased by the RCR Exercising Party shall thereafter be
        considered and deemed for all purposes to be a holder of the ParentCo Common
        Shares delivered to it. Notwithstanding the foregoing, until payment of such
        Exchangeable Share Consideration to the holder, the holder shall be deemed
        to
        still be a holder of Exchangeable Shares for purposes of all voting rights
        in
        ParentCo with respect thereto under the Voting and Exchange Trust
        Agreement.

       

      Section
        6.6 Notwithstanding
        any other provision of this Article 6, the Corporation shall not be obligated
        to
        redeem Retracted Shares specified by a holder in a Retraction Request to
        the
        extent that such redemption of Retracted Shares would be contrary to liquidity
        or solvency requirements or other provisions of applicable law. If the
        Corporation believes that on any Retraction Date it would not be permitted
        by
        any of such provisions to redeem the Retracted Shares tendered for redemption
        on
        such date, and provided that neither ParentCo nor ParentCo Sub shall have
        exercised the Retraction Call Right with respect to the Retracted Shares,
        the
        Corporation shall only be obligated to redeem Retracted Shares specified
        by a
        holder in a Retraction Request to the extent of the maximum number that may
        be
        so redeemed (rounded down to a whole number of shares) as would not be contrary
        to such provisions and shall notify the holder at least two Business Days
        prior
        to the Retraction Date as to the number of Retracted Shares which will not
        be
        redeemed by the Corporation. In any case in which the redemption by the
        Corporation of Retracted Shares would be contrary to liquidity or solvency
        requirements or other provisions of applicable law, the Corporation shall
        redeem
        Retracted Shares in accordance with Section 6.2 of these share provisions
        on a
        pro rata basis in respect of Exchangeable Shares to be redeemed on the
        applicable Retraction Date, and shall issue on the Retraction Date to each
        holder of Retracted Shares a new certificate, at the expense of the Corporation,
        representing the Retracted Shares not redeemed by the Corporation pursuant
        to
        Section 6.2 hereof. Provided that the Retraction Request is not revoked by
        the
        holder in the manner specified in Section 6.7 hereof, the holder of any such
        Retracted Shares not redeemed by the Corporation pursuant to Section 6.2
        of
        these share provisions as a result of liquidity or solvency requirements
        or
        applicable law shall be deemed by giving the Retraction Request to have
        exercised its Exchangeable Right (as defined in the Voting and Exchange Trust
        Agreement) so as to require ParentCo or, at the option of ParentCo, ParentCo
        Sub
        to purchase such Retracted Shares from such holder on the Retraction Date
        or as
        soon as practicable thereafter on payment to such holder of the Exchangeable
        Share Consideration representing the Purchase Price for each such Retracted
        Share, all as more specifically provided in the Voting and Exchange Trust
        Agreement, and ParentCo or ParentCo Sub, as the case may be, shall make such
        purchase.

       

       

      
        
          
          

        

        
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      Section
        6.7 A
        holder
        of Retracted Shares may, by notice in writing given by the holder to the
        Corporation before the close of business on the Business Day immediately
        preceding the Retraction Date, withdraw its Retraction Request in which event
        such Retraction Request shall be null and void and, for greater certainty,
        the
        revocable offer constituted by the Retraction Request to sell the Retracted
        Shares to the RCR Exercising Party shall be deemed to have been
        revoked.

       

      ARTICLE
        7

      REDEMPTION
        OF EXCHANGEABLE SHARES BY THE CORPORATION

       

      Section
        7.1 Subject
        to applicable law, and if either ParentCo or ParentCo Sub does not exercise
        the
        Redemption Call Right which, if exercised by ParentCo or ParentCo Sub, shall
        be
        binding on the holders of Exchangeable Shares, the Corporation shall on the
        Automatic Redemption Date redeem the whole of the then outstanding Exchangeable
        Shares for an amount for each Exchangeable Share equal to the Exchangeable
        Share
        Price applicable on the last Business Day prior to the Automatic Redemption
        Date
        (the “Redemption Price”), which as set forth in section 7.3 below, shall be
        fully paid and satisfied by the delivery by or on behalf of the Corporation
        of
        the Exchangeable Share Consideration representing the total Redemption Price.
        In
        connection with payment of the Exchangeable Share Consideration representing
        the
        Redemption Price, the Corporation shall be entitled to liquidate some of
        the
        ParentCo Common Shares which would otherwise be deliverable to the particular
        holder of Exchangeable Shares in order to fund any statutory withholding
        tax
        obligation.

       

      Section
        7.2 In
        any
        case of a redemption of Exchangeable Shares under this Article 7, the
        Corporation shall, at least 120 days before the Automatic Redemption Date,
        send
        or cause to be sent to each holder of Exchangeable Shares a notice in writing
        of
        the redemption by the Corporation or the purchase by ParentCo or ParentCo
        Sub
        under the Redemption Call Right, as the case maybe, of the Exchangeable Shares
        held by such holder. Such notice shall set out the Automatic Redemption Date
        and, if applicable, particulars of the Redemption Call Right.

       

      Section
        7.3 On
        the
        Automatic Redemption Date and subject to the exercise by ParentCo or ParentCo
        Sub of the Redemption Call Right, and receipt by the Corporation of appropriate
        certificates or other assurances in respect of applicable taxes related to
        the
        payment of the Exchangeable Share Consideration, the Corporation shall cause
        to
        be delivered to the holders of the Exchangeable Shares to be redeemed the
        Exchangeable Share Consideration representing the Redemption Price for each
        such
        Exchangeable Share upon presentation and surrender at the registered office
        of
        the Corporation or at such other office in Ontario, Canada as may be specified
        by the Corporation in such notice of the certificates representing such
        Exchangeable Shares, together with such other documents and instruments as
        may
        be required to effect a transfer of Exchangeable Shares under the Act and
        the
        by-laws of the Corporation and such additional documents and instruments
        as the
        Corporation may reasonably require. The Exchangeable Share Consideration
        representing the total Redemption Price for such Exchangeable Shares shall
        be
        delivered to each holder, at the address of the holder recorded in the
        securities register for the Exchangeable Shares. On the Automatic Redemption
        Date, the holders of the Exchangeable Shares called for redemption shall
        cease
        to be holders of such Exchangeable Shares and shall not be entitled to exercise
        any of the rights of holders in respect thereof, other than the right to
        receive
        their respective 

       

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

      Exchangeable
        Share Consideration unless payment of the Exchangeable Share Consideration
        representing the total Redemption Price for such Exchangeable Shares shall
        not
        be made upon presentation and surrender of certificates in accordance with
        the
        foregoing provisions, in which case the rights of the holders shall remain
        unaffected until such Exchangeable Share Consideration has been paid in the
        manner hereinbefore provided. The Corporation shall have the right at any
        time
        after the automatic Redemption Date to deposit or cause to be deposited the
        Exchangeable Share Consideration with respect to the Exchangeable Shares
        so
        called for redemption, or of such of the said Exchangeable Shares represented
        by
        certificates that have not at the date of such deposit been surrendered by
        the
        holders thereof in connection with such redemption, in a custodial account
        or
        for safe keeping, in the case of non-cash items, with any chartered bank
        or
        trust company in Canada named in such notice. Upon the later of such deposit
        being made and the Automatic Redemption Date, the Exchangeable Shares in
        respect
        whereof such deposit shall have been made shall be redeemed and the rights
        of
        the holders thereof after such deposit or Automatic Redemption Date, as the
        case
        may be, shall be limited to receiving their respective Exchangeable Share
        Consideration so deposited, against presentation and surrender of the said
        certificates held by them, respectively, in accordance with the foregoing
        provisions. Upon such payment or deposit of such Exchangeable Share
        Consideration, the holders of the Exchangeable Shares shall thereafter be
        considered and deemed for all purposes to be holders of the ParentCo Common
        Shares delivered to them. Notwithstanding the foregoing, until such payment
        or
        deposit of such Exchangeable Share Consideration is made, the holder shall
        be
        deemed to still be a holder of Exchangeable Shares for purposes of all voting
        rights in ParentCo with respect thereto under the Voting and Exchange Trust
        Agreement.

       

      Section
        7.4 If
        ParentCo or ParentCo Sub exercises the Redemption Call Right, each holder
        of
        Exchangeable Shares shall be obligated to sell all the Exchangeable Shares
        held
        by the Holder to whichever of ParentCo or ParentCo Sub exercises such right
        on
        the Automatic Redemption Date on payment by whichever of ParentCo or ParentCo
        Sub exercises such right to the holder of the Exchangeable Share consideration
        representing the Redemption Call Purchase Price for each such
        share.

       

      ARTICLE
        8

      VOTING
        RIGHTS

       

      Section
        8.1 The
        holders of the Exchangeable Shares shall be entitled to receive notice of
        and to
        attend and vote, and to one thousandth (0.001) vote for each Exchangeable
        Share
        held by them, at all shareholders’ meetings.

       

      ARTICLE
        9

      AMENDMENT
        AND APPROVAL

       

      Section
        9.1 The
        rights, privileges, restrictions and conditions attaching to the Exchangeable
        Shares may be added to, changed or removed but, except as hereinafter provided,
        only with the approval of the holders of the Exchangeable Shares given as
        hereinafter specified.

       

       

      
        
          
          

        

        
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      Section
        9.2 Any
        approval given by the holders of the Exchangeable Shares to add to, change
        or
        remove any right, privilege, restriction or condition attaching to the
        Exchangeable Shares or any other matter requiring the approval or consent
        of the
        holders of the Exchangeable Shares shall be deemed to have been sufficiently
        given if it shall have been (a) consented to in writing by each holder of
        Exchangeable Shares or such holder’s attorney authorized in writing or (b) given
        in accordance with applicable law subject to a minimum requirement that such
        approval be evidenced by resolution passed by not less than 66 2/3% of the
        votes
        cast on such resolution by persons represented in person or by proxy at a
        meeting of holders of Exchangeable Shares duly called and held at which the
        holders of at least 50% of the outstanding Exchangeable Shares at that time
        are
        present or represented by proxy (excluding Exchangeable Shares held by the
        escrow agent pursuant to the terms of the Escrow Agreement and Exchangeable
        Shares beneficially owned by ParentCo or its Subsidiaries). If at any such
        meeting the holders of at least 50% of the outstanding Exchangeable Shares
        (excluding Exchangeable Shares held by the escrow agent pursuant to the terms
        of
        the Escrow Agreement and Exchangeable Shares beneficially owned by ParentCo
        or
        its Subsidiaries) at that time are not present or represented by proxy within
        one-half hour after the time appointed for such meeting then the meeting
        shall
        be adjourned to such date not less than 10 days thereafter and to such time
        and
        place as may be designated by the Chairman of such meeting. At such adjourned
        meeting, the holders of Exchangeable Shares present or represented by proxy
        thereat may transact the business for which the meeting was originally called
        and a resolution passed thereat by the affirmative vote of not less than
        66 2/3%
        of the votes cast on such resolution by persons represented in person or
        by
        proxy at such meeting shall constitute the approval or consent of the holders
        of
        the Exchangeable Shares. For the purposes of this section, any spoiled votes,
        illegible votes, defective votes and abstinences shall be deemed to be votes
        not
        cast.

       

      ARTICLE
        10

      RECIPROCAL
        CHANGES, ETC. IN RESPECT OF

      PARENTCO
        COMMON SHARES

       

      Section
        10.1 Notwithstanding
        the provisions of Article 9, the Exchangeable Shares shall be automatically
        adjusted to fully reflect the effect of any stock split, reverse split, stock
        dividend (including any dividend or distribution of securities convertible
        into
        ParentCo Common Shares), reorganization, recapitalization or other like change
        with respect to, or any amalgamation, merger or other similar transaction
        affecting, ParentCo Common Stock occurring after the Effective
        Date.

       

      ARTICLE
        11

      ACTIONS
        BY THE CORPORATION UNDER 

      SUPPORT
        AGREEMENT

       

      Section
        11.1 The
        Corporation will take all such actions and do all such things as shall be
        necessary or advisable to perform and comply with and to ensure performance
        and
        compliance by ParentCo with all provisions of the Support Agreement and the
        Voting and Exchange Trust Agreement in accordance with the terms thereof
        including, without limitation, taking all such actions and doing all such
        things
        as shall be necessary or advisable to enforce to the fullest extent possible
        for
        the direct benefit of the Corporation or the holders of the Exchangeable
        Shares
        all rights and benefits in favour of the Corporation or the holders of the
        Exchangeable Shares under or pursuant thereto.

       

      Section
        11.2 The
        Corporation shall not propose, agree to or otherwise give effect to any
        amendment to, or waive or forgive its rights or obligations under, the Support
        Agreement or the Voting and Exchange Trust Agreement without the approval
        of the
        holders of the Exchangeable Shares given in accordance with Section 9.1 of
        these
        share provisions other than such amendments, waivers and/or forgiveness as
        may
        be necessary or advisable for the purpose of:

       

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      
        	(a)	
                adding
                  to the covenants of the other party or parties to such agreement
                  for the
                  protection of the Corporation or the holders of Exchangeable Shares;
                  or

              


      

       

      
        	(b)	
                making
                  such provisions or modifications not inconsistent with such agreement
                  or
                  certificate as may be necessary or desirable with respect to matters
                  or
                  questions arising thereunder which, in the opinion of the Board
                  of
                  Directors, it may be expedient to make, provided that the Board
                  of
                  Directors shall be of the opinion, after consultation with counsel,
                  that
                  such provisions and modifications will not be prejudicial to the
                  interests
                  of the holders of the Exchangeable Shares;
                  or

              


      

       

      
        	(c)	
                making
                  such changes in or corrections to such agreement or certificate
                  which, on
                  the advice of counsel to the Corporation, are required for the
                  purpose of
                  curing or correcting any ambiguity or defect or inconsistent provision
                  or
                  clerical omission or mistake or manifest error contained therein,
                  provided
                  that the Board of Directors shall be of the opinion, after consultation
                  with counsel, that such changes or corrections will not be prejudicial
                  to
                  the interests of the holders of the Exchangeable
                  Shares.

              


      

       

      ARTICLE
        12

      LEGEND

       

      Section
        12.1 The
        certificates evidencing the Exchangeable Shares shall contain or have affixed
        thereto a legend, in form and on terms approved by the Board of Directors,
        with
        respect to the Support Agreement, the Liquidation Call Right and the Redemption
        Call Right, and the Voting and Exchange Trust Agreement (including the
        provisions with respect to the voting rights, exchange right and automatic
        exchange thereunder).

       

      ARTICLE
        13

      MISCELLANEOUS

       

      Section
        13.1 Any
        notice, request or other communication to be given to the Corporation by
        a
        holder of Exchangeable Shares shall be in writing and shall be valid and
        effective if given by mail (postage prepaid) or by telecopy or by delivery
        to
        the registered office of the Corporation and addressed to the attention of
        the
        President. Any such notice, request or other communication, if given by mail,
        telecopy or delivery, shall only be deemed to have been given and received
        upon
        actual receipt thereof by the Corporation.

       

      Section
        13.2 Any
        presentation and surrender by a holder of Exchangeable Shares to the Corporation
        of certificates representing Exchangeable Shares in connection with the
        liquidation, dissolution or winding-up of the Corporation or the retraction
        or
        redemption of Exchangeable Shares shall be made by registered mail (postage
        prepaid) or by delivery to the registered office of the Corporation or to
        such
        other office in Ontario, Canada as may be specified by the Corporation, in
        each
        case addressed to the attention of the President of the Corporation. Any
        such
        presentation and surrender of certificates shall only be deemed to have been
        made and to be effective upon actual receipt thereof by the Corporation and
        the
        method of any such presentation and surrender of certificates shall be at
        the
        sole risk of the holder.

       

       

      
        
          
          

        

        
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      Section
        13.3 Any
        notice, request or other communication to be given to a holder of Exchangeable
        Shares by or on behalf of the Corporation shall be in writing and shall be
        valid
        and effective if given by mail (postage prepaid) or by delivery to the address
        of the holder recorded in the securities register of the Corporation or,
        in the
        event of the address of any such holder not being so recorded, then at the
        last
        known address of such holder. Any such notice, request or other communication,
        if given by mail, shall be deemed to have been given and received on the
        fifth
        Business Day following the date of mailing and, if given by delivery, shall
        be
        deemed to have been given and received on the date of delivery. Accidental
        failure or omission to give any notice, request or other communication to
        one or
        more holders of Exchangeable Shares shall not invalidate or otherwise alter
        or
        affect any action or proceeding to be or intended to be taken by the
        Corporation.

       

      Section
        13.4 For
        greater certainty, the Corporation shall not be required for any purpose
        under
        these share provisions to recognize or take account of persons who are not
        so
        recorded in such securities register.

       

      Section
        13.5 All
        Exchangeable Shares acquired by the Corporation upon the purchase, redemption
        or
        retraction thereof shall be cancelled.

       

      CLASS
        A COMMON SHARES

       

      The
        holders of the Class A Common Shares shall be entitled:

       

      
        	1.	
                To
                  receive notice of, and to attend and to vote at all meetings of
                  shareholders of the Corporation except meetings at which only holders
                  of a
                  specified class of shares other than the Class A Common Shares
                  are
                  entitled to vote, and to cast at all such meetings 1,000 votes
                  per Class A
                  Common Share;

              


      

       

      
        	2.	
                subject
                  to the rights of the holders of Exchangeable Shares, to receive
                  and the
                  Corporation shall pay thereon, as and when declared by the directors
                  out
                  of monies of the Corporation properly applicable to the payment
                  of
                  dividends, such amounts as may from time to time be declared by
                  the
                  directors; and

              


      

       

      
        	3.	
                subject
                  to the rights of the holders of Exchangeable Shares, to receive,
                  subject
                  to the rights of the holders of any other classes of shares, the
                  remaining
                  property of the Corporation on the liquidation, dissolution or
                  winding up
                  of the Corporation, whether voluntary or
                  involuntary.

              


      

       

      


      
        
          
          

        

        
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      SCHEDULE
        A

       

      RETRACTION
        REQUEST

      


      
        
          	To:	
                  AdValiant,
                    Inc., (the “Corporation”)

                


        

        
          	 	Dialog
                  Group, Inc. (“ParentCo”)


        

        
          	 	 


        

      

      This
        notice is given pursuant to Article 6 of the provisions (the “Share Provisions”)
        attaching to the Exchangeable Shares of the Corporation represented by the
        enclosed certificate and all capitalized words and expressions used in this
        notice which are defined in the Share Provisions have the meaning attributed
        to
        such words and expressions in such Share Provisions.

       

      The
        undersigned hereby notifies the Corporation that, subject to the Retraction
        Call
        Right referred to below, the undersigned desires to have the Corporation
        redeem
        in accordance with Article 6 of the Share Provisions:

       

      
        	o	
                all
                  share(s) represented by the certificate(s) accompanying this notice;
                  or

              


      

       

      
        	o	
                _______________
                  share(s) only.

              


      

       

      The
        undersigned hereby notifies the Corporation that the Retraction Date shall
        be
        __________.

       

      
        	NOTE:	
                The
                  Retraction Date must be a Business Day and must not be less than
                  10
                  Business Days nor more than 15 Business Days after the date upon
                  which
                  this notice is received by the Corporation. In the event that no
                  such
                  Business Day is correctly specified above, the Retraction Date
                  shall be
                  deemed to be the tenth Business Day after the date on which this
                  notice is
                  received by the Corporation.

              


      

       

      The
        undersigned acknowledges the Retraction Call Right of ParentCo or, at ParentCo’s
        option, ParentCo Sub to purchase all but not less than all of the Retracted
        Shares from the undersigned and that this notice shall be deemed to be a
        revocable offer by the undersigned to sell the Retracted Shares to ParentCo
        or
        ParentCo Sub in accordance with the Retraction Call Right on the Retraction
        Date
        for the Retraction Price and on the other terms and conditions set out in
        Section 6.3 of the Share Provisions. If ParentCo and ParentCo Sub determine
        not
        to exercise the Retraction Call Right, the Corporation will notify the
        undersigned of such fact as soon as possible. This notice of retraction,
        and
        offer to sell the Retracted Shares to ParentCo or ParentCo Sub, may be revoked
        and withdrawn by the undersigned by notice in writing given to the Corporation
        at any time before the close of business on the Business Date immediately
        preceding the Retraction Date.

       

      The
        undersigned acknowledges that if, as a result of liquidity or solvency
        provisions of applicable law, the Corporation is unable to redeem all Retracted
        Shares, the undersigned will be deemed, subject to revoking this notice in
        accordance with the Share Provisions, to have exercised the Exchange Right
        (as
        defined in the Voting and Exchange Trust Agreement) so as to require ParentCo
        to
        purchase the unredeemed Retracted Shares.

       

      
        
          
          

        

        
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      The
        undersigned hereby represents and warrants to the Corporation, ParentCo and
        ParentCo Sub that the undersigned has good title to, and owns, the share(s)
        that
        are the subject of this notice and are to be acquired by the Corporation,
        ParentCo or ParentCo Sub, as the case may be, free and clear of all liens,
        claims, encumbrances, security interests and adverse claims or
        interests.

       

      
        	o	
                Please
                  check box if the legal or beneficial owner of the Retracted Shares
                  is a
                  non-resident of Canada

              


      

      
        
          	 	 


        

        
          	o	
                  Please
                    check box if the securities and any cheque(s) or other non-cash
                    assets
                    resulting from the retraction of the Retracted Shares are to
                    be held for
                    pick-up by the shareholder at the registered office of the Corporation,
                    failing which the securities and any cheque(s) or other non-cash
                    assets
                    will be delivered to the shareholder in accordance with the Share
                    Provisions.

                


        

      

       

      
        
          	   
	 	    

	
                  Name
                    of Person I Whose Name Securities or Cheque(s) or Other Non-cash
                    Assets
                    Are To Be Registered, Issued or Delivered (please print)

                	 	Date
	 	 	 
	    
	 	    

	Street Address or P.O. Box  	 	Signature of Shareholder
	 	 	 
	    
	 	     

	City, Province  	 	Signature
                  Guaranteed by


        

      

       

      


      


      
        	NOTE:	
                This
                  notice must be completed and the certificate(s) representing the
                  Exchangeable Shares which are the subject of this notice, together
                  with
                  such additional documents as the Corporation may require, must
                  be
                  deposited with the Corporation at its office at 2 St. Clair Avenue
                  East,
                  Suite 800, Toronto, Ontario, Canada, M4T 2T5. The securities and
                  any
                  cheque(s) or other non-cash assets resulting from the retraction
                  or
                  purchase of the Retracted Shares will be issued and registered
                  in, and
                  made payable to, or transferred into, respectively, the name of
                  the
                  shareholder as it appears on the register of the Corporation and
                  the
                  securities, cheque(s) and other non-cash assets resulting from
                  such
                  retraction or purchase will be delivered to the shareholder in
                  accordance
                  with the Share Provisions.

              


      

      
        
          	 	 


        

        
          	NOTE:	
                  Signature
                    must be guaranteed by a Canadian chartered bank, a major Canadian
                    trust
                    company, a member of a recognized Canadian stock exchange or
                    a member of
                    the Securities Transfer Agents Medallion Program
                    (STAMP).

                


        

        
          	 	 


        

      

      
        	NOTE:	
                If
                  the notice of retraction is for less than all of the share(s) represented
                  by the certificate(s) submitted with this notice, a certificate
                  representing the remaining shares of the Corporation will be issued
                  and
                  registered in the name of the shareholder as it appears on the
                  register of
                  the Corporation.

              


      

       

      
 

      
        
          
          

        

        -17-