AMENDED
        & RESTATED

       

      VOTING
        AND EXCHANGE TRUST AGREEMENT

       

      BETWEEN

       

      DIALOG
        GROUP, INC.

       

      AND

       

      ADVALIANT
        INC.

       

      AND

       

      ADVALIANT
        USA, INC.

       

      AND

       

      EMPIRE
        MEDIA, INC.

       

      AND

       

      JIVAN
        MANHAS

       

      AND

       

      MATTHEW
        WISE

       

      EXECUTED
        AUGUST 11TH,
        2005

       

      NUNC
        PRO TUNC
        AS OF

       

      JUNE
        30, 2005

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

          
          

        

      

      AMENDED
        & RESTATED

       

      VOTING
        AND EXCHANGE TRUST AGREEMENT

       

      THIS
        AMENDED & RESTATED VOTING AND EXCHANGE TRUST AGREEMENT
        is
        entered into on August 11th,
        2005
nunc
        pro tunc
        as of,
        June 30, 2005, by and between ADVALIANT USA, INC., a corporation existing
        under
        the laws of Delaware (“AdValiant USA), ADVALIANT INC., a corporation
        incorporated under the laws of Ontario (the “Corporation”), DIALOG GROUP, INC.,
        a corporation existing under the laws of Delaware (“DGI”), EMPIRE MEDIA, INC., a
        corporation existing under the laws of Delaware (“Empire” or “Trustee”), Jivan
        Manhas, of the City of Toronto, in the Province of Ontario and Matthew Wise,
        of
        the City of Toronto, in the Province of Ontario.

       

      WHEREAS
        pursuant
        to a Merger Agreement dated as of June 30, 2005, made between DGI, AdValiant
        USA, AdValiant Acquisition Corp., the Corporation, and Empire, Matthew Wise
        and
        Jivan Manhas (the “Shareholders”) (such agreement as it may be amended or
        restated is hereinafter referred to as the “Merger Agreement”) the parties
        thereto agreed that prior to the Merger (as defined below), the parties hereto
        would execute and deliver a Voting and Exchange Trust Agreement containing
        the
        terms and conditions set forth in an Exhibit to the Merger Agreement, together
        with such other terms and conditions as may be agreed to by the parties to
        the
        Merger Agreement.

       

      WHEREAS
        pursuant
        to a reorganization of the capital of the Corporation (the “Reorganization”)
        contemplated in the Merger Agreement, the Corporation and Shareholders agreed
        that all of the outstanding Common Shares of the Corporation were reclassified
        as exchangeable shares (the “Exchangeable Shares”) having the rights,
        privileges, restrictions and conditions attached hereto as Schedule A
        (collectively, the “Exchangeable Share Provisions”) and the Corporation would
        issue a specified number of Exchangeable Shares to each
        Shareholder.

       

      WHEREAS
        pursuant
        to the Merger Agreement, AdValiant USA and AdValiant Acquisition Corp., a
        wholly-owned subsidiary of DGI, shall merge (the “Merger”) and, upon the merger,
        outstanding shares of common stock of AdValiant USA will be cancelled and
        each
        of the 100 outstanding shares of Class A common stock of AdValiant USA will
        be
        changed into four shares of Class F Preferred Stock of DGI.

       

      WHEREAS
        prior to
        the effective time of the Merger, Exchangeable Shares shall be exercisable
        for
        common stock of AdValiant USA and on and after the effective time of the
        Merger,
        Exchangeable Shares shall be exercisable for common stock of DGI.

       

      WHEREAS
        all
        references to “ParentCo” in this Agreement shall mean AdValiant USA if the
        reference is made to any action to be taken by or in respect of ParentCo
        prior
        to the effective time of the Merger and shall mean DGI on and after the
        effective time of the Merger if the reference is made to any action to be
        taken
        by or in respect of ParentCo.

       

      WHEREAS
        the
        parties desire to make appropriate provision and to establish a procedure
        whereby (i) voting rights in common stock of AdValiant USA, prior to the
        Merger,
        and voting rights in common stock of DGI, on and after the Merger, shall
        be
        exercisable by holders (other than AdValiant USA and DGI and their Subsidiaries)
        from time to time of Exchangeable Shares by and through the Trustee, which
        will


       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      hold
        legal title to and share certificates in respect of Class A Common Stock
        in the
        capital of AdValiant USA prior to the effective time of the Merger and Class
        F
        Voting Preferred Stock in the capital of DGI on and after the effective time
        of
        the Merger, to which, in each case, voting rights are intended to be granted
        for
        the benefit of the holders of Exchangeable Shares in such number as is equal
        to
        the number of Exchangeable Shares from time to time issued and outstanding,
        excluding Exchangeable Shares held by AdValiant USA or DGI and their respective
        Subsidiaries, and (ii) the rights to require ParentCo or, at the option of
        ParentCo, ParentCo Sub (as hereinafter defined) to purchase Exchangeable
        Shares
        from the holders thereof (other than AdValiant USA and DGI and their
        Subsidiaries) shall be exercisable by such holders of Exchangeable Shares
        by and
        through the Trustee, which will hold the covenant of ParentCo to purchase,
        or
        cause ParentCo Sub to purchase, the Exchangeable Shares for the benefit of
        such
        holders;

       

      WHEREAS
        the
        Merger Agreement requires that the shareholders of the Corporation on the
        date
        hereof deposit with the Escrow Agent 75% of the 336,685,584 issued and
        outstanding Exchangeable Shares and the Trustee will deposit with the Escrow
        Agent 75% of the 400 issued and outstanding DGI Preferred Voting Shares (the
        “Escrowed Shares”) issued on the date hereof;

       

      WHEREAS
        the
        Escrowed Shares will be held by the Escrow Agent in escrow in accordance
        with
        Article 5 hereof and the terms of the Escrow Agreement, pending determination
        of
        the number of Exchangeable Shares and DGI Preferred Voting Shares to be released
        from escrow on each Supplemental Closing pursuant to the Merger Agreement;
        

       

      AND
        WHEREAS the
        parties desire to amend and restate the Trust Agreement, 

       

      NOW,
        THEREFORE,
        in
        consideration of the respective covenants and agreements provided in this
        agreement and for other good and valuable consideration (the receipt and
        sufficiency of which are hereby acknowledged), the parties agree as
        follows:

       

       

      ARTICLE
        1 -   DEFINITIONS
        AND INTERPRETATION

       

      
        	1.1	
                Definitions.

              


      

       

      In
        this
        agreement, the following terms shall have the following meanings:

       

      “AdValiant
        USA Preferred Voting Shares”
        means
        the Class A Common Stock in the capital of AdValiant USA, Inc. having the
        attributes provided in Schedule D hereof;

       

      “Automatic
        Exchange Rights” means
        the
        obligation of ParentCo to effect the automatic exchange of ParentCo Common
        Shares for Exchangeable Shares pursuant to Section 6.11 hereof;

       

      “Board
        of Directors”
        means
        the Board of Directors of the Corporation;

       

      “Business
        Day”
        has the
        meaning provided in the Exchangeable Share Provisions;

       

      “Canadian
        Dollar Equivalent”
        means in
        respect of any amount expressed in a foreign currency (the “Foreign Currency
        Amount”) at any date, the product obtained by multiplying the Foreign Currency
        Amount by the official noon spot rate of exchange on such date for such foreign
        currency, as reported by the Bank of Canada;

       

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

      “DGI
        Preferred Voting Shares”
        means
        the Class F Voting Preferred Stock in the capital of Dialog Group, Inc. having
        the attributes provided in Schedule E hereof;

       

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

       

      “Escrow
        Agent”means
        Mark Alan Siegel as escrow agent pursuant to the terms of the Escrow
        Agreement;

       

      “Escrow
        Agreement”means
        an
        agreement dated as of June 30, 2005 among Dialog Group, Inc., AdValiant
        Acquisition Corp., AdValiant Inc., AdValiant USA, Inc., Empire Media, Inc,
        Matthew Wise and Jivan Manhas, and Mark Siegel as escrow agent;

       

      “Escrowed
        Shares”
        has the
        meaning provided in the recitals hereto;

       

      “Exchange
        Right”
        has the
        meaning provided in Section 6.1(a) hereof;

       

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

       

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

       

      “Exchangeable
        Share Provisions”
        has the
        meaning provided in the recitals hereto;

       

      “Exchangeable
        Shares”
        has the
        meaning provided in the recitals hereto;

       

      “Holder
        Votes”
        has the
        meaning provided in Section 4.2 hereof;

       

      “Holders”
        means
        the registered holders from time to time of Exchangeable Shares, other than
        ParentCo and its Subsidiaries;

       

      “Insolvency
        Event”
        means
        the institution by the Corporation of any proceeding to be adjudicated a
        bankrupt or insolvent or to be dissolved or wound-up, or the consent of the
        Corporation to the institution of bankruptcy, insolvency, dissolution or
        winding-up proceedings against it, or the filing of a petition, answer or
        consent seeking dissolution or winding-up under any bankruptcy, insolvency
        or
        analogous laws, including without limitation the Companies
        Creditors' Arrangement Act (Canada)
        and the Bankruptcy
        and Insolvency Act
        (Canada), and the failure by the Corporation to contest in good faith any
        such
        proceedings commenced in respect of the Corporation within 15 days of becoming
        aware thereof, or the consent by the Corporation to the filing of any such
        petition or to the appointment of a receiver, or the making by the Corporation
        of a general assignment for the benefit of creditors, or the admission in
        writing by the Corporation of its inability to pay its debts generally as
        they
        become due,
        or
        the
        Corporation's not being permitted, pursuant to liquidity or solvency
        requirements of applicable law, to redeem any Retracted Shares pursuant to
        Section 6.6 of the Exchangeable Share Provisions;

       

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

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

       

      “Liquidation
        Event”
        has the
        meaning provided in subsection 6.11(a) hereof;

       

      “Liquidation
        Event Effective Time”
        has the
        meaning provided in subsection 6.11(c) hereof;

       

      “Merger
        Agreement”
        has the
        meaning provided in the recitals hereto and a copy thereof is attached hereto
        as
        Schedule B.

       

      “Officer's
        Certificate”
        means,
        with respect to ParentCo or the Corporation, as the case may be, a certificate
        signed by any one of the Chairman of the Board, the Vice-Chairman of the
        Board
        (if there be one), the President or any Vice-President of ParentCo or the
        Corporation, as the case may be;

       

      “ParentCo”has
        the
        meaning provided in the recitals hereto;

       

      “ParentCo
        Common Share”
        has the
        meaning provided in the Exchangeable Share Provisions;

       

      “ParentCo
        Consent”
        means
        any written consent sought by ParentCo from holders of its common
        stock;

       

      “ParentCo
        Meeting”
        means
        any meeting of shareholders of AdValiant USA at which the holders of AdValiant
        Common Shares or AdValiant USA Preferred Voting Shares is entitled to vote
        and
        any meeting of shareholders of DGI at which holders of DGI Common Shares
        or DGI
        Preferred Voting Stock is entitled to vote;

       

      “ParentCo
        Preferred Shares”
        means,
        collectively, the AdValiant USA Preferred Voting Shares and the DGI Preferred
        Voting Shares;

       

      “ParentCo
        Sub”
        means
        any Subsidiary of AdValiant USA or DGI incorporated under the Business
        Corporations Act
        (Ontario) for
        the
        purpose of delivering ParentCo Common Shares as provided in this agreement,
        the
        Exchangeable Share Provisions or the Support Agreement;

       

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

       

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

       

      “Reorganization”
        has the
        meaning provided in the recitals hereto;

       

      “Retracted
        Shares”
        has the
        meaning provided in Section 6.7 hereof;

       

      “Retraction
        Call Right”
        has the
        meaning provided in the Exchangeable Share Provisions;

       

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

       

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

      “Successor”
        has the
        meaning provided in Section 11.1 hereof;

       

      “Supplemental
        Closings”
        mean the
        release from escrow of Escrowed Shares in accordance with Section 7.04 of
        the
        Merger Agreement and the terms of the Escrow Agreement on December 15, 2005,
        March 15, 2006, June 16, 2006 and September 15, 2006;

       

      “Support
        Agreement”
        means
        that certain amended and restated support agreement made as of the date hereof
        by and between AdValiant USA, Inc., Dialog Group, Inc. and the
        Corporation;

       

      “Trust”
        means
        the trust created by this agreement;

       

      “Trust
        Estate”
        means
        the ParentCo Preferred Shares, the Exchange Right, the Automatic Exchange
        Rights
        and any money or other property which may be held by the Trustee from time
        to
        time pursuant to this agreement;

       

      “Trustee”
        means
        Empire Media, Inc. and, subject to the provisions of Article 10 hereof, includes
        any successor trustee or permitted assigns;

       

      “US$”means
        the
        lawful currency of the United States of America; and 

       

      “Voting
        Rights”
        means
        the voting rights with respect to AdValiant USA, Inc. prior to the effective
        time of the Merger attached to the AdValiant USA Preferred Voting Shares
        held by
        the Trustee and the voting rights with respect to Dialog Group, Inc. on and
        after the effective time of the Merger attached to the DGI Preferred Voting
        Shares held by the Trustee.

       

      
        	1.2	
                Integration
                  Not Affected by Headings,
                  Etc.

              


      

       

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

       

      
        	1.3	
                Number,
                  Gender, Etc.

              


      

       

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

       

      
        	1.4	
                Date
                  for Any Action.

              


      

       

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

       

      
        	1.5	
                Exhibits
                  and Schedules.

              


      

       

      The
        following are the Exhibits and Schedules annexed hereto and incorporated
        by
        reference in this agreement:

       

      Exhibit
        A
        - List of Escrowed Shares

       

       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

      Schedule
        A - Exchangeable Share Provisions

       

      Schedule
        B - Merger Agreement (excluding schedules and exhibits)

       

      Schedule
        C - Support Agreement

       

      Schedule
        D - AdValiant USA Preferred Voting Share Provisions

       

      Schedule
        E - DGI Preferred Voting Share Provisions

       

       

      ARTICLE
        2 - PURPOSE
        OF AGREEMENT

       

      The
        purpose of this agreement is to create the Trust for the benefit of the Holders,
        as herein provided. The Trustee will hold the AdValiant USA Preferred Voting
        Shares and the DGI Preferred Voting Shares (other than such shares held by
        the
        Escrow Agent) in order to enable the Trustee to exercise the Voting Rights
        and
        will hold the Exchange Right and the Automatic Exchange Rights in order to
        enable the Trustee to exercise such rights, in each case as trustee for and
        on
        behalf of the Holders as provided in this agreement. DGI Preferred Voting
        Shares
        held by the Escrow Agent shall be held pursuant to the provisions of the
        Merger
        Agreement and the Escrow Agreement for the benefit of the Holders or the
        Corporation as therein provided.

       

      ARTICLE
        3 - PARENTCO
        PREFERRED SHARES

       

      
        	3.1	
                Issuance
                  and Ownership of the ParentCo Preferred
                  Shares.

              


      

       

      Prior
        to
        the Merger, AdValiant USA shall issue to and deposit with the Trustee, 100
        AdValiant USA Preferred Voting Shares and upon the Merger becoming effective,
        the AdValiant USA Preferred Voting Shares shall be changed into a total of
        400
        DGI Preferred Voting Shares of which DGI shall issue and deposit certificates
        representing (i) 100 DGI Preferred Voting Shares with the Trustee to be
        thereafter held of record by the Trustee as trustee for and on behalf of
        the
        Holders in accordance with the provisions of this agreement and (ii) 300
        DGI
        Preferred Voting Shares with the Escrow Agent to be held by the Escrow Agent
        and
        delivered from time to time at Supplemental Closings to the Trustee in
        accordance with the terms of the Merger Agreement and the Escrow Agreement.
        AdValiant USA and DGI hereby acknowledge receipt from the Trustee as trustee
        for
        and on behalf of the Holders of good and valuable consideration (and acknowledge
        the sufficiency or adequacy thereof) for the issuance of the ParentCo Preferred
        Shares deposited by each of them with the Trustee and the Escrow Agent. During
        the term of the Trust and subject to the terms and conditions of this agreement,
        the Trustee shall possess and be vested with full legal ownership of the
        ParentCo Preferred Shares not held by the Escrow Agent pursuant to the terms
        of
        the Escrow Agreement and the Merger Agreement and the Trustee shall be entitled
        to exercise all of the rights and powers of an owner with respect to such
        ParentCo Preferred Shares, provided that the Trustee shall:

       

      
        	
              	(a)	
                hold
                  the ParentCo Preferred Shares and the legal title thereto as trustee
                  solely for the use and benefit of the Holders in accordance with
                  the
                  provisions of this agreement; and

              


        	 	 	 


        	 	(b)  	
                except
                  as specifically authorized by this agreement, have no power or
                  authority
                  to sell, transfer, vote or otherwise deal in or with the ParentCo
                  Preferred Shares, and the ParentCo Preferred Shares shall not be
                  used or
                  disposed of by the Trustee for any purpose other than the purposes
                  for
                  which this Trust is created pursuant to this
                  agreement.

              


      

       

       

      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

       

      
        	3.2	
                Safe
                  Keeping of
                  Certificate.

              


      

       

      The
        certificates representing the ParentCo Preferred Shares outstanding from
        time to
        time, other than such certificates held by the Escrow Agent, shall at all
        times
        be held in safe keeping by the Trustee or its agent. The Trustee shall store
        the
        certificates in its vault or in the vault of a Schedule I Canadian chartered
        bank.

       

      
        	3.3	
                Holders’
                  Benefit.

              


      

       

      For
        greater certainty, the Trustee holds the benefit of the Voting Rights for
        the
        Holders but all other rights in respect of the ParentCo Preferred Shares,
        including without limitation any right to dividends on the AdValiant USA
        Preferred Voting Shares and the DGI Preferred Voting Shares are for the benefit
        of AdValiant USA and DGI, respectively.

       

      ARTICLE
        4 - EXERCISE
        OF VOTING RIGHTS

       

      
        	4.1	
                Voting
                  Rights.

              


      

       

      The
        Trustee, as the holder of record of the ParentCo Preferred Shares not held
        by
        the Escrow Agent, shall be entitled to all of the Voting Rights, including
        the
        right to consent to or to vote in person or by proxy the ParentCo Preferred
        Shares held by it, on any matter, question or proposition whatsoever that
        may
        properly come before the holders of ParentCo Common Shares at a ParentCo
        Meeting
        or in connection with a ParentCo Consent. The Voting Rights shall be and
        remain
        vested in and exercised by the Trustee. Subject to Section 7.12 hereof, the
        Trustee shall exercise the Voting Rights only on the basis of instructions
        received pursuant to this Article 4 from Holders entitled to instruct the
        Trustee as to the voting thereof in connection with which a ParentCo Consent
        is
        sought or a ParentCo Meeting is held. To the extent that no instructions
        are
        received from a Holder with respect to the Voting Rights to which such Holder
        is
        entitled, the Trustee shall not exercise or permit the exercise of such Holder's
        Voting Rights.

       

      
        	4.2	
                Number
                  of Votes.

              


      

       

      With
        respect to all ParentCo Meetings and with respect to all ParentCo Consents,
        each
        Holder shall be entitled to instruct the Trustee to cast and exercise, in
        the
        manner instructed, a number of votes equal to the Equivalent Vote Amount
        for
        each Exchangeable Share owned of record by such Holder on the record date
        established by ParentCo or by applicable law for such ParentCo Meeting or
        ParentCo Consent, as the case may be, (the “Holder Votes”) in respect of each
        matter, question or proposition to be voted on at such ParentCo Meeting or
        to be
        consented to in connection with such ParentCo Consent.

       

      
        	4.3	
                Mailings
                  to Shareholders.

              


      

       

      With
        respect to each ParentCo Meeting and ParentCo Consent, the Trustee will mail
        or
        cause to be mailed (or otherwise communicate in the same manner as ParentCo
        uses
        in communications to holders of ParentCo Common Shares, subject to the Trustee's
        ability to provide such other method of communication and upon being advised
        in
        writing of such method) to each of the Holders named in the Voting List on
        the
        same day as the initial mailing or notice (or other communication) with respect
        thereto is given by ParentCo to holders of ParentCo Common Shares:

       

      
        	
              	(a)	
                a
                  copy of such notice, together with any proxy or information statement
                  and
                  related materials to be provided to holders of ParentCo Common
                  Shares;

              


      

       

      
        	
              	(b)	
                a
                  statement as to the number of Holder Votes which the Holder is
                  entitled to
                  exercise;

              


      

       

       

      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

       

      
        	
              	(c)	
                a
                  statement as to the manner in which such instructions may be given
                  to the
                  Trustee, including an express indication that instructions may
                  be given to
                  the Trustee to give:

              


      

       

      
        	
              	(i)	
                a
                  proxy to such Holder or his designee to exercise personally the
                  Holder
                  Votes; or

              


      

       

      
        	
              	(ii)	
                a
                  proxy to a designated agent or other representative of the management
                  of
                  ParentCo to exercise such Holder
                  Votes;

              


      

       

      
        	
              	(d)	
                a
                  statement that if no voting instructions are received from the
                  Holder, the
                  Holder Votes to which such Holder is entitled will not be
                  exercised;

              


      

       

      
        	
              	(e)	
                a
                  form of direction whereby the Holder may so direct and instruct
                  the
                  Trustee as contemplated herein; and

              


      

       

      
        	
              	(f)	
                a
                  statement of (i) the time and date by which voting instructions
                  must be
                  received by the Trustee in order to be binding upon it, which in
                  the case
                  of a ParentCo Meeting shall not be earlier than the close of business
                  on
                  the Business Day prior to such voting meeting, and (ii) the method
                  for
                  revoking or amending such voting
                  instructions.

              


      

       

      ParentCo
        hereby covenants to provide to the Trustee, in a timely manner and for the
        benefit of the Holders, the shareholder materials and a form of the accompanying
        documents referred to above.

       

      For
        the
        purpose of determining Holder Votes to which a Holder is entitled in respect
        of
        any such ParentCo Meeting or ParentCo Consent, the number of Exchangeable
        Shares
        owned of record by the Holder shall be determined at the close of business
        on
        the record date established by ParentCo or by applicable law for purposes
        of
        determining shareholders entitled to vote at such ParentCo Meeting or to
        give
        written consent in connection with such ParentCo Consent. ParentCo will notify
        the Trustee in writing of any decision of the board of directors of ParentCo
        with respect to the calling of any such ParentCo Meeting or the seeking of
        any
        such ParentCo Consent and, together with the Corporation, shall provide all
        necessary information and materials to the Trustee in each case promptly
        and in
        any event in sufficient time to enable the Trustee to perform its obligations
        contemplated by this Section 4.3. The Corporation shall provide to the Trustee,
        in a timely manner, a current list of the Holders, and the number of
        Exchangeable Shares held of record by each Holder, in order to make such
        calculation of Holder Votes and give the information required by Section
        4.3(b).

       

       

      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

       

      
        	4.4	
                Copies
                  of Shareholder
                  Information.

              


      

       

      ParentCo
        will deliver to the Trustee copies of all proxy materials, (including notices
        of
        ParentCo Meetings, but excluding proxies to vote ParentCo Common Shares),
        information statements, reports (including without limitation all interim
        and
        annual financial statements) and other written communications that are to
        be
        distributed from time to time to holders of ParentCo Common Shares in sufficient
        quantities and in sufficient time, to the extent possible, so as to enable
        the
        Trustee to send those materials to each Holder at the same time as such
        materials are first sent to holders of ParentCo Common Shares. The Trustee
        will
        mail or otherwise send to each Holder, at the expense of ParentCo, copies
        of all
        such materials (and all materials specifically directed to the Holders or
        to the
        Trustee for the benefit of the Holders by ParentCo) received by the Trustee
        from
        ParentCo, to the extent possible, at the same time as such materials are
        first
        sent to holders of ParentCo Common Shares. The Trustee will make copies of
        all
        such materials available for inspection by any Holder at the Trustee's principal
        office.

       

      
        	4.5	
                Other
                  Materials.

              


      

       

      Immediately
        after receipt by ParentCo of any material sent or given generally to the
        holders
        of ParentCo Common Shares by or on behalf of a third party, including without
        limitation dissident proxy and information circulars (and related information
        and material) and tender or exchange offer circulars (and related information
        and material), ParentCo shall obtain and deliver to the Trustee copies thereof
        in sufficient quantities so as to enable the Trustee to forward such material
        (unless the same has been provided directly to Holders by such third party)
        to
        each Holder as soon as possible thereafter. As soon as practicable after
        receipt
        thereof, the Trustee will mail or otherwise send to each Holder, at the expense
        of ParentCo, copies of all such materials received by the Trustee from ParentCo.
        The Trustee will also make copies of all such materials available for inspection
        by any Holder at the Trustee's principal office.

       

      
        
          	4.6	
                  List
                    of Persons Entitled to
                    Vote.

                


        

      

       

      The
        Corporation shall, (i) prior to each annual, general and special ParentCo
        Meeting or the seeking of any ParentCo Consent and (ii) forthwith upon each
        request made at any time by the Trustee in writing, prepare or cause to be
        prepared a list (a “Voting List”) of the names and addresses of the Holders
        arranged in alphabetical order and showing the number of Exchangeable Shares
        held of record by each such Holder, in each case at the close of business
        on the
        date specified by the Trustee in such request or, in the case of a Voting
        List
        prepared in connection with a ParentCo Meeting or a ParentCo Consent, at
        the
        close of business on the record date established by ParentCo or pursuant
        to
        applicable law for determining the holders of ParentCo Common Shares entitled
        to
        receive notice of and/or to vote at such ParentCo Meeting or to give consent
        in
        connection with such ParentCo Consent. Each such List shall be delivered
        to the
        Trustee promptly after receipt by the Corporation of such request or the
        record
        date for such meeting or seeking of consent, as the case may be, and in any
        event within sufficient time as to enable the Trustee to perform its obligations
        under this agreement. ParentCo agrees to give the Corporation written notice
        (with a copy to the Trustee) of the calling of any ParentCo Meeting or the
        seeking of any ParentCo Consent, together with the record dates therefor,
        sufficiently prior to the date of the calling of such meeting or seeking
        of such
        consent so as to enable the Corporation to perform its obligations under
        this
        Section 4.6.

       

       

      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

       

      
        	4.7	
                Entitlement
                  to Direct Votes.

              


      

       

      Any
        Holder named in a Voting List prepared in connection with any ParentCo Meeting
        or any ParentCo Consent will be entitled (i) to instruct the Trustee in the
        manner described in Section 4.3 hereof with respect to the exercise of the
        Holder Votes to which such Holder is entitled or (ii) to attend such meeting
        and
        personally to exercise thereat (or to exercise with respect to any written
        consent), as the proxy of the Trustee, the Holder Votes to which such Holder
        is
        entitled.

       

      
        	4.8	
                Voting
                  by Trustee and Attendance of Trustee Representatives at
                  Meeting.

              


      

       

      
        	
              	(a)	
                In
                  connection with each ParentCo Meeting and ParentCo Consent, the
                  Trustee
                  shall exercise, either in person or by proxy, in accordance with
                  the
                  instructions received from a Holder pursuant to Section 4.3 hereof,
                  the
                  Holder Votes as to which such Holder is entitled to direct the
                  vote (or
                  any lesser number thereof as may be set forth in the instructions);
                  provided, however, that such written instructions are received
                  by the
                  Trustee from the Holder prior to the time and date fixed by it
                  for receipt
                  of such instructions in the notice given by the Trustee to the
                  Holder
                  pursuant to Section 4.3 hereof.

              


      

       

      
        	
              	(b)	
                The
                  Trustee shall cause such representatives as are empowered by it
                  to sign
                  and deliver, on behalf of the Trustee, proxies for Voting Rights
                  to attend
                  each ParentCo Meeting. Upon submission by a Holder (or its designee)
                  of
                  identification satisfactory to the Trustee's representatives, and
                  at the
                  Holder's request, such representatives shall sign and deliver to
                  such
                  Holder (or its designee) a proxy to exercise personally the Holder
                  Votes
                  as to which such Holder is otherwise entitled hereunder to direct
                  the
                  vote, if such Holder either:

              


      

       

      
        	
              	(i)	
                has
                  not previously given the Trustee instructions pursuant to Section
                  4.3
                  hereof in respect of such meeting,
                  or

              


      

       

      
        	
              	(ii)	
                submits
                  to the Trustee's representatives written revocation of any such
                  previous
                  instructions.

              


      

       

      At
        such
        meeting, the Holder exercising such Holder Votes shall have the same rights
        as
        the Trustee to speak at the meeting in respect of any matter, question or
        proposition, to vote by way of ballot at the meeting in respect of any matter,
        question or proposition and to vote at such meeting by way of a show of hands
        in
        respect of any matter, question or proposition.

       

      
        	4.9	
                Distribution
                  of Written Materials.

              


      

       

      Any
        written materials to be distributed by the Trustee to the Holders pursuant
        to
        this agreement shall be delivered or sent by mail (or otherwise communicated
        in
        the same manner as ParentCo uses in communications to holders of ParentCo
        Common
        Shares), and shall be delivered or sent to each Holder at its address as
        shown
        on the books of the Corporation. The Corporation shall provide or cause to
        be
        provided to the Trustee for this purpose, on a timely basis and without charge
        or other expense:

       

      
        	
              	(a)	
                current
                  lists of the Holders; and

              


      

       

      
        	
              	(b)	
                on
                  the request of the Trustee, mailing labels to enable the Trustee
                  to carry
                  out its duties under this
                  agreement.

              


      

       

       

      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

       

      
        	4.10	
                Termination
                  of Voting Rights.

              


      

       

      Except
        as
        otherwise provided herein, all of the rights of a Holder and the Trustee
        with
        respect to the Holder Votes exercisable on the basis of the number of
        Exchangeable Shares held by such Holder, including the right to instruct
        the
        Trustee as to the voting of or to vote personally such Holder Votes, shall
        be
        deemed to be surrendered by the Holder to ParentCo, the Trustee’s right to
        exercise the Holder Votes in respect of such Holder shall terminate
        automatically and such Holder Votes and the Voting Rights represented thereby
        shall cease immediately, upon the delivery by such Holder to the Trustee
        of the
        certificates representing such Exchangeable Shares in connection with the
        exercise by the Holder of the Exchange Right or the occurrence of the automatic
        exchange of Exchangeable Shares for ParentCo Common Shares, as described
        in
        Article 6 hereof (unless in either case ParentCo shall not have delivered
        the
        Exchangeable Share Consideration deliverable in exchange therefor to the
        Holders), or upon the redemption of Exchangeable Shares pursuant to Article
        6 or
        Article 7 of the Exchangeable Share Provisions, or upon the effective date
        of
        the liquidation, dissolution or winding-up of the Corporation or any other
        distribution of the assets of the Corporation among its shareholders for
        the
        purpose of winding up its affairs pursuant to Article 5 of the Exchangeable
        Share Provisions, or upon the purchase of Exchangeable Shares from the holder
        thereof by ParentCo or ParentCo Sub pursuant to the exercise by ParentCo
        or
        ParentCo Sub of the Retraction Call Right, the Redemption Call Right or the
        Liquidation Call Right.

       

      ARTICLE
        5 - ESCROWED
        SHARES 

       

      
        	5.1	
                Issuance
                  and Ownership of Escrowed
                  Shares.

              


      

       

      As
        provided in the Merger Agreement, the Holders have deposited certificates
        representing all of the Escrowed Shares with the Escrow Agent. Such share
        certificates are registered in the name of the Escrow Agent as escrow agent
        pursuant to the terms of the Escrow Agreement. The Escrowed Shares shall
        be held
        by the Escrow Agent and released by the Escrow Agent to the Trustee, in the
        case
        of DGI Preferred Voting Shares and to Holders or to ParentCo in the case
        of the
        Exchangeable Shares in accordance with the provisions of the Escrow Agreement.
        

       

       

      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

       

      ARTICLE
        6 - EXCHANGE
        RIGHT AND AUTOMATIC EXCHANGE

       

      
        	6.1	
                Grant
                  and Ownership of the Exchange
                  Right.

              


      

       

      ParentCo
        hereby grants to the Trustee as trustee for and on behalf of, and for the
        use
        and benefit of, the Holders:

       

      
        	
              	(a)	
                the
                  right (the “Exchange Right”), upon the occurrence and during the
                  continuance of an Insolvency Event, to require ParentCo to purchase
                  or to
                  cause ParentCo Sub to purchase from each or any Holder all or any
                  part of
                  the Exchangeable Shares held by the Holders,
                  and

              


      

       

      
        	
              	(b)	
                the
                  Automatic Exchange Rights,

              


      

       

      all
        in
        accordance with the provisions of this agreement and the Exchangeable Share
        Provisions, as the case may be. ParentCo hereby acknowledges receipt from
        the
        Trustee as trustee for and on behalf of the Holders of good and valuable
        consideration (and the sufficiency and adequacy thereof) for the grant of
        the
        Exchange Right and the Automatic Exchange Rights by ParentCo to the Trustee.
        During the term of the Trust and subject to the terms and conditions of this
        agreement, the Trustee shall possess and be vested with full legal ownership
        of
        the Exchange Right and the Automatic Exchange Rights and shall be entitled
        to
        exercise and enforce for the benefit of the Holders all of the rights and
        powers
        of an owner with respect to the Exchange Right and the Automatic Exchange
        Rights, provided that the Trustee shall:

       

      
        	
              	(c)	
                hold
                  the Exchange Right and the Automatic Exchange Rights and the legal
                  title
                  thereto as trustee solely for the use and benefit of the Holders
                  in
                  accordance with the provisions of this agreement;
                  and

              


      

       

      
        	
              	(d)	
                except
                  as specifically authorized by this agreement, have no power or
                  authority
                  to exercise or otherwise deal in or with the Exchange Right or
                  the
                  Automatic Exchange Rights, and the Trustee shall not exercise any
                  such
                  rights for any purpose other than the purposes for which this Trust
                  is
                  created pursuant to this agreement.

              


      

       

      
        	6.2	
                Legended
                  Share Certificates.

              


      

       

      The
        Corporation will cause each certificate representing Exchangeable Shares
        to bear
        an appropriate legend notifying the Holders of:

       

      
        	
              	(a)	
                their
                  right to instruct the Trustee with respect to the exercise of the
                  Exchange
                  Right in respect of the Exchangeable Shares held by a Holder;
                  and

              


      

       

      
        	
              	(b)	
                the
                  Automatic Exchange Rights.

              


      

       

       

      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      

       

      
        	6.3	
                General
                  Exercise of Exchange
                  Right.

              


      

       

      The
        Exchange Right shall be and remain vested in and exercised by the Trustee.
        Subject to Section 7.12 hereof, the Trustee shall exercise the Exchange Right
        only on the basis of instructions received pursuant to this Article 6 from
        Holders entitled to instruct the Trustee as to the exercise thereof. To the
        extent that no instructions are received from a Holder with respect to the
        Exchange Right, the Trustee shall not exercise or permit the exercise of
        the
        Exchange Right.

       

      
        	6.4	
                Purchase
                  Price.

              


      

       

      The
        purchase price payable by ParentCo or ParentCo Sub for each Exchangeable
        Share
        to be purchased by ParentCo or ParentCo Sub under the Exchange Right shall
        be an
        amount equal to the Exchangeable Share Price on the last Business Day prior
        to
        the day of closing of the purchase and sale of such Exchangeable Share under
        the
        Exchange Right. In connection with each exercise of the Exchange Right, ParentCo
        will provide to the Trustee an Officer's Certificate setting forth the
        calculation of the applicable Exchangeable Share Price for each Exchangeable
        Share. The applicable Exchangeable Share Price for each such Exchangeable
        Share
        so purchased may be satisfied only by ParentCo or ParentCo Sub delivering
        or
        causing to be delivered to the Trustee, on behalf of the relevant Holder,
        the
        applicable Exchangeable Share Consideration representing the total applicable
        Exchangeable Share Price.

       

      
        	6.5	
                Exercise
                  Instructions.

              


      

       

      Subject
        to the terms and conditions herein set forth, a Holder shall be entitled,
        upon
        the occurrence and during the continuance of an Insolvency Event, to instruct
        the Trustee to exercise the Exchange Right with respect to all or any part
        of
        the Exchangeable Shares registered in the name of such Holder on the books
        of
        the Corporation. To cause the exercise of the Exchange Right by the Trustee,
        the
        Holder shall deliver to the Trustee, in person or by certified or registered
        mail, at its principal office or at such other places in Canada as the Trustee
        may from time to time designate by written notice to the Holders, the
        certificates representing the Exchangeable Shares which such Holder desires
        ParentCo to purchase, duly endorsed in blank with a medallion guarantee affixed,
        and accompanied by such other documents and instruments as may be required
        to
        effect a transfer of Exchangeable Shares under the Business
        Corporations Act
        (Ontario) and the by-laws of the Corporation and such additional documents
        and
        instruments as the Trustee may reasonably require, together with:

       

      
        	
              	(a)	
                a
                  duly completed form of notice of exercise of the Exchange Right,
                  contained
                  on the reverse of or attached to the Exchangeable Share certificates,
                  stating:

              


      

       

      
        	
              	(i)	
                that
                  the Holder thereby instructs the Trustee to exercise the Exchange
                  Right so
                  as to require ParentCo to purchase from the Holder the number of
                  Exchangeable Shares specified
                  therein,

              


      

       

      
        	
              	(ii)	
                that
                  such Holder has good title to and owns all such Exchangeable Share
                  to be
                  acquired by ParentCo free and clear of all liens, claims, encumbrances,
                  security interests and adverse claims or
                  interests,

              


      

       

       

      
        
           

        

        
          -13-

          
            

          

        

        
           

        

      

       

      
        	
              	(iii)	
                the
                  names in which the certificates representing ParentCo Common Shares
                  issuable in connection with the exercise of the Exchange Right
                  are to be
                  issued, and

              


      

       

      
        	
              	(iv)	
                the
                  names and addresses of the persons to whom the Exchangeable Share
                  Consideration should be delivered;
                  and

              


      

       

      
        	
              	(b)	
                a
                  certificate evidencing one (1) share of Class F Voting Preferred
                  Stock for
                  each 841,714 Exchangeable Shares presented for
                  exchange.

              


      

       

      
        	
              	(c)	
                payment
                  (or evidence satisfactory to the Trustee, the Corporation and ParentCo
                  of
                  payment) of the taxes (if any) payable as contemplated by Section
                  6.8 of
                  this agreement.

              


      

       

      If
        only a
        part of the Exchangeable Shares represented by any certificate or certificates
        delivered to the Trustee are to be purchased by ParentCo or ParentCo Sub
        under
        the Exchange Right, the Corporation shall issue a new certificate for the
        balance of such Exchangeable Shares to the Holder at the expense of the
        Corporation.

       

      
        	6.6	
                Delivery
                  of Exchangeable Share Consideration; Effect of
                  Exercise.

              


      

       

      Promptly
        after receipt of the certificates representing the Exchangeable Shares which
        the
        Holder desires ParentCo to purchase under the Exchange Right (together with
        such
        documents and instruments of transfer and a duly completed form of notice
        of
        exercise of the Exchange Right), duly endorsed for transfer to ParentCo,
        the
        Trustee shall notify ParentCo and the Corporation of its receipt of the same,
        which notice to ParentCo and the Corporation shall constitute exercise of
        the
        Exchange Right by the Trustee on behalf of the Holder of such Exchangeable
        Shares, and ParentCo shall immediately thereafter deliver or cause ParentCo
        Sub
        to deliver to the Trustee, for delivery to the Holder of such Exchangeable
        Shares (or to such other persons, if any, properly designated by such Holder),
        the Exchangeable Share Consideration deliverable in connection with the exercise
        of the Exchange Right; provided, however, that no such delivery shall be
        made
        unless and until the Holder requesting the same shall have paid (or provided
        evidence satisfactory to the Trustee, the Corporation and ParentCo of the
        payment of) the taxes (if any) payable as contemplated by Section 6.8 of
        this
        agreement. Immediately upon the giving of notice by the Trustee to ParentCo
        and
        the Corporation of the exercise of the Exchange Right, as provided in this
        Section 6.6, the closing of the transaction of purchase and sale contemplated
        by
        the Exchange Right shall be deemed to have occurred, and the Holder of such
        Exchangeable Shares shall be deemed to have transferred to ParentCo (or at
        ParentCo’s option, to ParentCo Sub) all of its right, title and interest in and
        to such Exchangeable Shares and the related interest in the Trust Estate,
        shall
        cease to be a holder of such Exchangeable Shares and shall not be entitled
        to
        exercise any of the rights of a holder in respect thereof, other than the
        right
        to receive his proportionate part of the total purchase price therefor, unless
        such Exchangeable Share Consideration is not delivered by ParentCo or ParentCo
        Sub to the Trustee, for delivery to such Holder (or to such other persons,
        if
        any, properly designated by such Holder), within five Business Days of the
        date
        of the giving of such notice by the Trustee, in which case the rights of
        the
        Holder shall remain unaffected until such Exchangeable Share Consideration
        is
        delivered by ParentCo or ParentCo Sub and any cheque included therein is
        paid.
        Concurrently with such Holder ceasing to be a holder of Exchangeable Shares,
        the
        Holder shall be considered and deemed for all purposes to be the holder of
        the
        ParentCo Common Shares delivered to it pursuant to the Exchange Right and
        no
        longer to be the holder of the sold Exchangeable Shares for purposes of having
        voting rights with respect to the ParentCo Preferred Shares pursuant to Article
        4 hereof. Notwithstanding the foregoing until the Exchangeable Share
        Consideration is delivered to the Holder, the Holder shall be deemed to still
        be
        a holder of the sold Exchangeable Shares for purposes of voting rights with
        respect to the ParentCo Preferred Shares pursuant to Article 4 hereof.


       

       

      
        
           

        

        
          -14-

          
            

          

        

        
           

        

      

       

      
        	6.7	
                Exercise
                  of Exchange Right Subsequent to
                  Retraction.

              


      

       

      In
        the
        event that a Holder has exercised its right under Article 6 of the Exchangeable
        Share Provisions to require the Corporation to redeem any or all of the
        Exchangeable Shares held by the Holder (the “Retracted Shares”) and is notified
        by the Corporation pursuant to Section 6.6 of the Exchangeable Share Provisions
        that the Corporation will not be permitted as a result of liquidity or solvency
        requirements of applicable law to redeem all such Retracted Shares, subject
        to
        receipt by the Trustee of written notice to that effect from the Corporation
        and
        provided that neither ParentCo nor ParentCo Sub shall have exercised the
        Retraction Call Right with respect to the Retracted Shares and that the Holder
        has not revoked the retraction request delivered by the Holder to the
        Corporation pursuant to Section 6.7 of the Exchangeable Share Provisions,
        the
        retraction request will constitute and will be deemed to constitute notice
        from
        the Holder to the Trustee instructing the Trustee to exercise the Exchange
        Right
        with respect to those Retracted Shares which the Corporation is unable to
        redeem. In any such event, the Corporation hereby agrees with the Trustee
        and in
        favour of the Holder immediately to notify the Trustee of such prohibition
        against the Corporation's redeeming all of the Retracted Shares and immediately
        to forward or cause to be forwarded to the Trustee all relevant materials
        delivered by the Holder to the Corporation (including without limitation
        a copy
        of the retraction request delivered pursuant to Section 6.1 of the Exchangeable
        Share Provisions) in connection with such proposed redemption of the Retracted
        Shares, and the Trustee will thereupon exercise the Exchange Right with respect
        to the Retracted Shares which the Corporation is not permitted to redeem
        and
        will require ParentCo or ParentCo Sub to purchase such shares in accordance
        with
        the provisions of this Article 6.

       

      
        	6.8	
                Stamp
                  or Other Transfer
                  Taxes.

              


      

       

      Upon
        any
        sale of Exchangeable Shares to ParentCo or ParentCo Sub pursuant to the Exchange
        Right or the Automatic Exchange Rights, the share certificate or certificates
        representing ParentCo Common Shares to be delivered in connection with the
        payment of the total purchase price therefor shall be issued in the name
        of the
        Holder of the Exchangeable Shares so sold or in such names as such Holder
        may
        otherwise direct in writing without charge to the holder of the Exchangeable
        Shares so sold, provided, however, that such Holder:

       

      
        	
              	(a)	
                shall
                  pay (and none of ParentCo, ParentCo Sub, the Corporation or the
                  Trustee
                  shall be required to pay) any documentary, stamp, transfer or other
                  similar taxes that may be payable in respect of any transfer involved
                  in
                  the issuance or delivery of such shares to a person other than
                  such
                  Holder; or

              


      

       

      
        	
              	(b)	
                shall
                  have established to the satisfaction of the Trustee, ParentCo and
                  the
                  Corporation that such taxes, if any, have been
                  paid.

              


      

       

       

      
        
           

        

        
          -15-

          
            

          

        

        
           

        

      

      The
        Corporation and the Trustee (as directed in writing by the Corporation) shall
        be
        entitled to deduct and withhold from any consideration otherwise payable
        under
        this Agreement to any Holder such amounts as the Corporation or the Trustee
        is
        required or permitted to deduct and withhold with respect to such payment
        under
        the Income
        Tax Act
        (Canada), the United States Internal Revenue Code of 1986 or any provision
        of
        provincial, state, local or foreign tax law, in each case as amended or
        succeeded unless such Holder provides to the Corporation certificates or
        such
        other assurances as are provided for under the Income
        Tax Act
        (Canada)
        , the United States Internal Revenue Code of 1986 or such other applicable
        taxation provisions. To the extent that amounts are so withheld, such withheld
        amounts shall be treated for all purposes as having been paid to the Holder
        in
        respect of which such deduction and withholding was made, provided that such
        withheld amounts are actually remitted to the appropriate taxing authority
        as
        and when required. To the extent that the amount so required or permitted
        to be
        deducted or withheld from any payment to a Holder exceeds the cash portion,
        if
        any, of the consideration otherwise payable to the Holder, the Corporation
        and
        the Trustee are hereby authorized to sell or otherwise dispose of such portion
        of the consideration as is necessary to provide sufficient funds to the
        Corporation or the Trustee, as the case may be, to enable it to comply with
        such
        deduction or withholding requirement and the Corporation or the Trustee shall
        notify the Holder and remit to such Holder any unapplied balance of the net
        proceeds of such sale. 

       

      
        	6.9	
                Notice
                  of Insolvency Event.

              


      

       

      Immediately
        upon the occurrence of an Insolvency Event or any event which with the giving
        of
        notice or the passage of time or both would be an Insolvency Event, the
        Corporation shall give written notice thereof to the Trustee and ParentCo.
        As
        soon as practicable after receiving notice from the Corporation of the
        occurrence of an Insolvency Event, the Trustee will mail to each Holder,
        at the
        expense of ParentCo, a notice of such Insolvency Event in the form provided
        by
        ParentCo, which notice shall contain a brief statement of the right of the
        Holders with respect to the Exchange Right.

       

      
        	6.10	
                {Intentionally
                  omitted}

              


      

       

      
        	6.11	
                Automatic
                  Exchange on Liquidation of
                  ParentCo.

              


      

       

      
        	
              	(a)	
                ParentCo
                  will give the Trustee written notice of each of the following events
                  (a
                  “Liquidation Event”) at the time set forth
                  below:

              


      

       

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

              


      

       

      
        	
              	(ii)	
                immediately,
                  upon the earlier of

              


      

       

       

      
        
           

        

        
          -16-

          
            

          

        

        
           

        

      

       

      
        	
              	A.	
                receipt
                  by ParentCo of notice of; and

              


      

       

      
        	
              	B.	
                ParentCo's
                  otherwise becoming aware of; 

              


      

       

      any
        threatened or instituted claim, suit, petition or other proceedings with
        respect
        to the involuntary liquidation, dissolution or winding-up of ParentCo or
        to
        effect any other distribution of assets of ParentCo among its shareholders
        for
        the purpose of winding up its affairs.

       

      
        	
              	(b)	
                Immediately
                  following receipt by the Trustee from ParentCo of notice of any
                  event (a
                  “Liquidation Event”) contemplated by Section 6.11(a) above, the Trustee
                  will give notice thereof to the Holders. Such notice will be provided
                  by
                  ParentCo to the Trustee and shall include a brief description of
                  the
                  automatic exchange of Exchangeable Shares for ParentCo Common Shares
                  provided for in Section 6.11(c)
                  below.

              


      

       

      
        	
              	(c)	
                In
                  order that the Holders will be able to participate on a pro rata
                  basis
                  with the holders of ParentCo Common Shares in the distribution
                  of assets
                  of ParentCo in connection with a Liquidation Event, immediately
                  prior to
                  the effective time (the “Liquidation Event Effective Time”) of a
                  Liquidation Event, all of the then outstanding Exchangeable Shares
                  shall
                  be automatically exchanged for ParentCo Common Shares. To effect
                  such
                  automatic exchange, ParentCo shall be deemed to have purchased
                  each
                  Exchangeable Share held by Holders outstanding immediately prior
                  to the
                  Liquidation Event Effective Time, and each Holder shall be deemed
                  to have
                  sold the Exchangeable Shares held by it at such time, for a purchase
                  price
                  per share equal to the Exchangeable Share Price applicable at such
                  time.
                  In connection with such automatic exchange, ParentCo will provide
                  to the
                  Trustee an Officer's Certificate setting forth the calculation
                  of the
                  purchase price for each Exchangeable
                  Share.

              


      

       

      
        	
              	(d)	
                The
                  closing of the transaction of purchase and sale contemplated by
                  Section
                  6.11(c) above shall be deemed to have occurred immediately prior
                  to the
                  Liquidation Event Effective Time, and each Holder of Exchangeable
                  Shares
                  shall be deemed to have transferred to ParentCo all of the Holder's
                  right,
                  title and interest in and to such Exchangeable Shares and shall
                  cease to
                  be a holder of such Exchangeable Shares, and ParentCo shall deliver
                  to the
                  Holder the Exchangeable Share Consideration deliverable upon the
                  automatic
                  exchange of Exchangeable Shares. Concurrently with such Holder's
                  ceasing
                  to be a holder of Exchangeable Shares, the Holder shall be considered
                  and
                  deemed for all purposes to be the holder of the right to receive
                  ParentCo
                  Common Shares to be issued to it pursuant to the automatic exchange
                  of
                  Exchangeable Shares for ParentCo Common Shares, and the certificates
                  held
                  by the Holder previously representing the Exchangeable Shares exchanged
                  by
                  the Holder with ParentCo pursuant to such automatic exchange shall
                  thereafter be deemed to represent a right to receive the ParentCo
                  Common
                  Shares to be issued to the Holder by ParentCo pursuant to such
                  automatic
                  exchange. Upon the request of a Holder and the surrender by the
                  Holder of
                  Exchangeable Share certificates deemed to represent ParentCo Common
                  Shares, duly endorsed in blank and accompanied by such instruments
                  of
                  transfer as ParentCo may reasonably require, ParentCo shall deliver
                  or
                  cause to be delivered to the Holder certificates representing the
                  ParentCo
                  Common Shares of which the Holder is the holder. Notwithstanding
                  the
                  foregoing, until each Holder is actually entered on the register
                  of
                  holders of ParentCo Common Shares, such Holder shall be deemed
                  to still be
                  a holder of the transferred Exchangeable Shares for purposes of
                  having
                  voting rights with respect to ParentCo Preferred Shares pursuant
                  to
                  Article 4 hereof. 

              


      

       

       

      
        
           

        

        
          -17-

          
            

          

        

        
           

        

      

      ARTICLE
        7 - CONCERNING
        THE TRUSTEE

       

      
        	7.1	
                Powers
                  and Duties of the
                  Trustee.

              


      

       

      The
        rights, powers and authorities of the Trustee under this agreement, in its
        capacity as trustee of the Trust, shall include:

       

      	(a)  	
              receipt
                and deposit of the ParentCo Preferred Shares from AdValiant USA,
                DGI and
                the Escrow Agent as trustee for and on behalf of the Holders in accordance
                with the provisions of this agreement;

            


       

      	(b)  	
              granting
                proxies and distributing materials in relation to the ParentCo Preferred
                Shares to Holders as provided in this
                agreement;

            


       

      	(c)  	
              voting
                the Holder Votes in relation to the ParentCo Preferred Shares in
                accordance with the provisions of this
                agreement;

            


       

      	(d)  	
              receiving
                the grant of the Exchange Right and the Automatic Exchange Rights
                from
                ParentCo as trustee for and on behalf of the Holders in accordance
                with
                the provisions of this agreement;

            


       

      	(e)  	
              exercising
                the Exchange Right and enforcing the benefit of the Automatic Exchange
                Rights, in each case in accordance with the provisions of this agreement,
                and in connection therewith receiving from Holders certificates
                representing Exchangeable Shares and other requisite documents, and
                distributing to such Holders the ParentCo Common Shares and cheques,
                if
                any, to which such Holders are entitled upon the exercise of the
                Exchange
                Right or pursuant to the Automatic Exchange Rights, as the case may
                be;

            


       

      	(f)  	
              holding
                title to the Trust Estate;

            


       

      	(g)  	
              investing
                any moneys forming, from time to time, a part of the Trust Estate
                as
                provided in this agreement;

            


       

      	(h)  	
              taking
                action at the direction of a Holder or Holders to enforce the obligations
                of ParentCo under this agreement; and

            


       

      	(i)  	
              taking
                such other actions and doing such other things as are specifically
                provided in this agreement.

            


       

       

      
        
           

        

        
          -18-

          
            

          

        

        
           

        

      

      In
        the
        exercise of such rights, powers and authorities the Trustee shall have (and
        is
        granted) such incidental and additional rights, powers and authority not
        in
        conflict with any of the provisions of this agreement as the Trustee, acting
        in
        good faith and in the reasonable exercise of its discretion, may deem necessary,
        appropriate or desirable to effect the purpose of the Trust. Any exercise
        of
        such discretionary rights, powers and authorities by the Trustee shall be
        final,
        conclusive and binding upon all persons. For greater certainty, the Trustee
        shall have only those duties as are set out specifically in this agreement.
        The
        Trustee in exercising its rights, powers, duties and authorities hereunder
        shall
        act honestly and in good faith with a view to the best interests of the Holders
        and the terms of this agreement and shall exercise the care, diligence and
        skill
        that a reasonably prudent trustee would exercise in comparable circumstances.
        The Trustee shall not be bound to give any notice or do or take any act,
        action
        or proceeding by virtue of the powers conferred on it hereby unless and until
        it
        shall be specifically required to do so under the terms hereof; nor shall
        the
        Trustee be required to take any notice of, or to do or to take any act, action
        or proceeding as a result of, any default or breach of any provision hereunder,
        unless and until notified in writing of such default or breach, which notices
        shall distinctly specify the default or breach desired to be brought to the
        attention of the Trustee and in the absence of such notice the Trustee may
        for
        all purposes of this agreement conclusively assume that no default or breach
        has
        been made in the observance or performance of any of the representations,
        warranties, covenants, agreements or conditions contained herein.

       

      
        	7.2	
                Dealings
                  with Transfer Agents, Registrars,
                  Etc.

              


      

       

      The
        Corporation and ParentCo irrevocably authorize the Trustee, from time to
        time,
        to:

       

      	(a)  	
              consult,
                communicate and otherwise deal with the respective registrars and
                transfer
                agents, and with any such subsequent registrar or transfer agent,
                of the
                ParentCo Common Shares; and

            


       

      	(b)  	
              requisition,
                from time to time,

            


       

      	(i)  	
              from
                the Corporation or any such registrar or transfer agent of the
                Exchangeable Shares any information readily available from the records
                maintained by it and any certificates representing the Exchangeable
                Shares
                which the Trustee may reasonably require for the discharge of its
                duties
                and responsibilities under this agreement;
                and

            


       

      	(ii)  	
              from
                the transfer agent of ParentCo Common Shares, and any subsequent
                transfer
                agent of such shares, to complete the exercise from time to time
                of the
                Exchange Right and the Automatic Exchange Rights in the manner specified
                in Article 6 hereof, the share certificates issuable upon such
                exercise.

            


       

       

      
        
           

        

        
          -19-

          
            

          

        

        
           

        

      

      The
        Corporation and ParentCo irrevocably authorize their respective registrars
        and
        transfer agents to comply with all such requests. ParentCo covenants that
        it
        will supply its transfer agent with duly executed share certificates for
        the
        purpose of completing the exercise from time to time of the Exchange Right
        and
        the Automatic Exchange Rights, in each case pursuant to Article 7
        hereof.

       

      
        	7.3	
                Books
                  and Records. 

              


      

       

      The
        Trustee shall keep available for inspection by ParentCo and the Corporation,
        at
        the Trustee's principal office correct and complete books and records of
        account
        relating to the Trustee's actions under this agreement, including without
        limitation all information relating to mailings and instructions to and from
        Holders and all transactions pursuant to the Voting Rights, the Escrowed
        Shares,
        the Exchange Right and the Automatic Exchange Rights for the term of this
        agreement. On or before March 31 in every year after the date hereof, so
        long as
        the ParentCo Preferred Shares are on deposit with the Trustee, the Trustee
        shall, on request by ParentCo, transmit to ParentCo and the Corporation a
        brief
        report, dated as of the preceding December 31, with respect to:

       

      	(a)  	
              property
                and funds comprising the Trust Estate as of that
                date;

            


       

      	(b)  	
              the
                number of exercises of the Exchange Right, if any, and the aggregate
                number of Exchangeable Shares received by the Trustee on behalf of
                Holders
                in consideration of the issue and delivery by ParentCo of ParentCo
                Common
                Shares in connection with the Exchange Right, during the calendar
                year
                ended on such date; and

            


       

      	(c)  	
              all
                other actions taken by the Trustee in the performance of its duties
                under
                this agreement which it had not previously
                reported.

            


       

      
        	7.4	
                Income
                  Tax Returns and Reports. 

              


      

       

      The
        Corporation shall, to the extent necessary, prepare and file on behalf of
        the
        Trust appropriate United States and Canadian income tax returns and any other
        returns or reports as may be required by applicable law or pursuant to the
        rules
        and regulations of any securities exchange or other trading system through
        which
        the ParentCo Shares are traded and, in connection therewith, may obtain the
        advice and assistance of such experts as the Trustee may consider necessary
        or
        advisable. If requested by the Trustee, ParentCo shall retain such experts
        for
        purposes of providing such advice and assistance.

       

      
        	7.5	
                Indemnification
                  Prior to Certain Actions by Trustee. 

              


      

       

      The
        Trustee shall exercise any or all of the rights, duties, powers or authorities
        vested in it by this agreement at the written request, order or direction
        of any
        Holder upon such Holder's furnishing to the Trustee reasonable funding, security
        and indemnity against the costs, expenses and liabilities which may be incurred
        by the Trustee therein or thereby; provided that no Holder shall be obligated
        to
        furnish to the Trustee any such funding, security or indemnity in connection
        with the exercise by the Trustee of any of its rights, duties, powers and
        authorities with respect to the ParentCo Preferred Shares pursuant to Article
        3
        hereof, subject to Section 7.12 hereof, and with respect to the Exchange
        Right
        as specifically provided for in Article 6 hereof, subject to Section 7.12
        hereof, and with respect to the Automatic Exchange Rights pursuant to Article
        6
        hereof. None of the provisions contained in this agreement shall require
        the
        Trustee to expend or risk its own funds or otherwise incur financial liability
        in the exercise of any of its rights, powers, duties or authorities unless
        funded, given funds, security and indemnified as aforesaid.

       

       

      
        
           

        

        
          -20-

          
            

          

        

        
           

        

      

       

      
        	7.6	
                Actions
                  by Holders. 

              


      

       

      No
        Holder
        shall have the right to institute any action, suit or proceeding or to exercise
        any other remedy authorized by this agreement for the purpose of enforcing
        any
        of its rights or for the execution of any trust or power hereunder unless
        the
        Holder has requested the Trustee to take or institute such action, suit or
        proceeding and furnished the Trustee with the funding, security and indemnity
        referred to in Section 7.5 hereof and the Trustee shall have failed to act
        within a reasonable time thereafter. In such case, but not otherwise, the
        Holder
        shall be entitled to take proceedings in any court of competent jurisdiction
        such as the Trustee might have taken; it being understood and intended that
        no
        one or more Holders shall have any right in any manner whatsoever to affect,
        disturb or prejudice the rights hereby created by any such action, or to
        enforce
        any right hereunder or under the Voting Rights, the escrow provisions, the
        Exchange Right or the Automatic Exchange Rights, except subject to the
        conditions and in the manner herein provided, and that all powers and trusts
        hereunder shall be exercised and all proceedings at law shall be instituted,
        had
        and maintained by the Trustee, except only as herein provided, and in any
        event
        for the equal benefit of all Holders.

       

      
        	7.7	
                Reliance
                  Upon Declarations. 

              


      

       

      The
        Trustee shall not be considered to be in contravention of any of its rights,
        powers, duties and authorities hereunder if, when required, it acts and relies
        in good faith upon lists, mailing labels, notices, statutory declarations,
        certificates, opinions, reports or other papers or documents furnished pursuant
        to the provisions hereof or required by the Trustee to be furnished to it
        in the
        exercise of its rights, powers, duties and authorities hereunder, and such
        lists, mailing labels, notices, statutory declarations, certificates, opinions,
        reports or other papers or documents comply with the provisions of Section
        7.8
        hereof, if applicable, and with any other applicable provisions of this
        agreement.

       

      
        	7.8	
                Evidence
                  and Authority to Trustee. 

              


      

       

      The
        Corporation and/or ParentCo shall furnish to the Trustee evidence of compliance
        with the conditions provided for in this agreement relating to any action
        or
        step required or permitted to be taken by the Corporation and/or ParentCo
        or the
        Trustee under this agreement or as a result of any obligation imposed under
        this
        agreement, including, without limitation, in respect of the Voting Rights,
        the
        escrow provisions or the Exchange Right or the Automatic Exchange Rights
        and the
        taking of any other action to be taken by the Trustee at the request of or
        on
        the application of the Corporation and/or ParentCo forthwith if and
        when:

       

      	(a)  	
              such
                evidence is required by any other section of this agreement to be
                furnished to the Trustee in accordance with the terms of this Section
                7.8;
                or

            


       

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

            


       

       

      
        
           

        

        
          -21-

          
            

          

        

        
           

        

      

      Such
        evidence shall consist of an Officer's Certificate of the Corporation and/or
        ParentCo or a statutory declaration or a certificate made by persons entitled
        to
        sign an Officer's Certificate stating that any such condition has been complied
        with in accordance with the terms of this agreement.

       

      Whenever
        such evidence relates to a matter other than the Voting Rights, the escrow
        provisions or the Exchange Right or the Automatic Exchange Rights, and except
        as
        otherwise specifically provided herein, such evidence may consist of a report
        or
        opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer
        or
        other expert or any other person whose qualifications give authority to a
        statement made by him, provided that if such report or opinion is furnished
        by a
        director, officer or employee of the Corporation and/or ParentCo it shall
        be in
        the form of an Officer's Certificate or a statutory declaration.

       

      Each
        statutory declaration, certificate, opinion or report furnished to the Trustee
        as evidence of compliance with a condition provided for in this agreement
        shall
        include a statement by the person giving the evidence:

       

      	(i)  	
              declaring
                that he has read and understands the provisions of this agreement
                relating
                to the condition in question;

            


       

      	(ii)  	
              describing
                the nature and scope of the examination or investigation upon which
                he
                based the statutory declaration, certificate, statement or opinion;
                and

            


       

      	(iii)  	
              declaring
                that he has made such examination or investigation as he believes
                is
                necessary to enable him to make the statements or give the opinions
                contained or expressed therein.

            


       

      
        	7.9	
                Experts,
                  Advisers and Agents. 

              


      

       

      The
        Trustee may:

       

      	(a)  	
              in
                relation to these presents act and rely, and shall be protected in
                acting
                and relying, on the opinion or advice of or information obtained
                from or
                prepared by any solicitor, auditor, accountant, appraiser, valuer,
                engineer or other expert, whether retained by the Trustee or by the
                Corporation and/or ParentCo or otherwise, and may employ such assistants
                as may be necessary to the proper determination and discharge of
                its
                powers and duties and determination of its rights hereunder and may
                pay
                proper and reasonable compensation for all such legal and other advice
                or
                assistance as aforesaid; and

            


       

      	(b)  	
              employ
                such agents and other assistants as it may reasonably require for
                the
                proper determination and discharge of its powers and duties hereunder,
                and
                may pay reasonable remuneration for all services performed for it
                (and
                shall be entitled to receive reasonable remuneration for all services
                performed by it) in the discharge of the trusts hereof and compensation
                for all disbursements, costs and expenses made or incurred by it
                in the
                determination and discharge of its duties hereunder and in the management
                of the Trust.

            


       

       

      
        
           

        

        
          -22-

          
            

          

        

        
           

        

      

       

      
        	7.10	
                Investment
                  of Moneys Held by Trustee. 

              


      

       

      Unless
        otherwise provided in this agreement, any moneys held by or on behalf of
        the
        Trustee which under the terms of this agreement may or ought to be invested
        or
        which may be on deposit with the Trustee or which may be in the hands of
        the
        Trustee, may be invested and reinvested in the name or under the control
        of the
        Trustee in securities in which, under the laws of the Province of Ontario,
        trustees are authorized to invest trust moneys; provided that such securities
        are stated to mature within two years after their purchase by the Trustee,
        and
        the Trustee shall so invest such moneys on the timely written direction of
        the
        Corporation. Pending the investment of any moneys as hereinbefore provided,
        such
        moneys may be deposited in the name of the Trustee in any chartered bank
        in
        Canada or, with the consent of the Corporation, in the deposit department
        of the
        Trustee or any other loan or trust company authorized to accept deposits
        under
        the laws of Canada or any province thereof at the rate of interest then current
        on similar deposits.

       

      
        	7.11	
                Trustee
                  Not Bound to Act on Request. 

              


      

       

      Except
        as
        in this agreement otherwise specifically provided, the Trustee shall not
        be
        bound to act in accordance with any direction or request of the Corporation
        and/or ParentCo or of the directors thereof until a duly authenticated copy
        of
        the instrument or resolution containing such direction or request shall have
        been delivered to the Trustee, and the Trustee shall be empowered to act
        and
        rely upon any such copy purporting to be authenticated and believed by the
        Trustee to be genuine.

       

      
        	7.12	
                Conflicting
                  Claims

              


      

       

      If
        conflicting claims or demands are made or asserted with respect to any interest
        of any Holder in any Exchangeable Shares, including any disagreement between
        the
        heirs, representatives, successors or assigns succeeding to all or any part
        of
        the interest of any Holder in any Exchangeable Shares resulting in conflicting
        claims or demands being made in connection with such interest, then the Trustee
        shall be entitled, at its sole discretion, to refuse to recognize or to comply
        with any such claim or demand. In so refusing, the Trustee may elect not
        to
        exercise any Voting Rights, Exchange Right or Automatic Exchange Rights subject
        to such conflicting claims or demands and, in so doing, the Trustee shall
        not be
        or become liable to any person on account of such election or its failure
        or
        refusal to comply with any such conflicting claims or demands. The Trustee
        shall
        be entitled to continue to refrain from acting and to refuse to act
        until:

       

      	(a)  	
              the
                rights of all adverse claimants with respect to the Voting Rights,
                Exchange Right or Automatic Exchange Rights subject to such conflicting
                claims or demands have been adjudicated by a final judgment of a
                court of
                competent jurisdiction; or

            


       

      	(b)  	
              the
                differences with respect to the Voting Rights, Exchange Right or
                Automatic
                Exchange Rights subject to such conflicting claims or demands have
                been
                conclusively settled by a valid written agreement binding on all
                such
                adverse claimants, and the Trustee shall have been furnished with
                an
                executed copy of such agreement.

            


       

       

      
        
           

        

        
          -23-

          
            

          

        

        
           


        If
          the
          Trustee elects to recognize any claim or comply with any demand made by
          any such
          adverse claimant, it may in its discretion require such claimant to furnish
          such
          surety bond or other security satisfactory to the Trustee as it shall deem
          appropriate fully to indemnify it as between all conflicting claims or
          demands.

      

       

      
        	7.13	
                Acceptance
                  of Trust. 

              


      

       

      The
        Trustee hereby accepts the Trust created and provided for by and in this
        agreement and agrees to perform the same upon the terms and conditions herein
        set forth and to hold all rights, privileges and benefits conferred hereby
        and
        by law in trust for the various persons who shall from time to time be Holders,
        subject to all the terms and conditions herein set forth.

       

      ARTICLE
        8 - COMPENSATION

       

      ParentCo
        agrees to reimburse the Trustee for all reasonable expenses (including but
        not
        limited to taxes, compensation paid to experts, agents and advisors and travel
        expenses) and disbursements, including the cost and expense of any suit or
        litigation of any character and any proceedings before any governmental agency,
        reasonably incurred by the Trustee in connection with its rights and duties
        under this agreement; provided that ParentCo shall have no obligation to
        reimburse the Trustee for any expenses or disbursements paid, incurred or
        suffered by the Trustee in any suit or litigation in which the Trustee is
        determined to have acted in bad faith or with negligence or wilful
        misconduct.

       

      ARTICLE
        9 - INDEMNIFICATION
        AND LIMITATION OF LIABILITY

       

      
        	9.1	
                Indemnification
                  of the Trustee. 

              


      

       

      ParentCo
        and the Corporation jointly and severally agree to indemnify and hold harmless
        the Trustee, and each of its directors, officers, employees and agents appointed
        and acting in accordance with this agreement (for whom it is expressly agreed
        that the Trustee is holding the benefit of this indemnity and rights of
        enforcement thereof in trust) (collectively, the “Indemnified Parties”) against
        all claims, losses, damages, costs, penalties, fines and reasonable expenses
        (including reasonable expenses of the Trustee's legal counsel) which, without
        fraud, negligence, wilful misconduct or bad faith on the part of such
        Indemnified Party, may be paid, incurred or suffered by the Indemnified Party
        by
        reason of or as a result of the Trustee's acceptance or administration of
        the
        Trust, its compliance with and completion of its duties set forth in this
        agreement, or any written or oral instructions delivered to the Trustee by
        ParentCo or the Corporation pursuant hereto. In no case shall ParentCo or
        the
        Corporation be liable under this indemnity for any claim against any of the
        Indemnified Parties unless 

       

       

      
        
           

        

        
          -24-

          
            

          

        

        
           

        

      

      ParentCo
        and the Corporation shall be notified by the Trustee of the written assertion
        of
        a claim or of any action commenced against the Indemnified Parties, promptly
        after any of the Indemnified Parties shall have received any such written
        assertion of a claim or shall have been served with a summons or other first
        legal process giving information as to the nature and basis of the claim
        and
        such failure prejudices the ability of the ParentCo or the Corporation to
        respond to any such claim or action. Subject to (i) below, ParentCo and the
        Corporation shall be entitled to participate at their own expense in the
        defense
        and, if ParentCo or the Corporation so elect at any time after receipt of
        such
        notice, either of them may assume the defense of any suit brought to enforce
        any
        such claim. The Trustee shall have the right to employ separate counsel in
        any
        such suit and participate in the defense thereof, but the fees and expenses
        of
        such counsel shall be at the expense of the Trustee unless: (i) the employment
        of such counsel has been authorized by ParentCo or the Corporation, such
        authorization not to be unreasonably withheld; or (ii) the named parties
        to any
        such suit include both the Trustee and ParentCo or the Corporation and the
        Trustee shall have been advised by counsel acceptable to ParentCo or the
        Corporation that there may be one or more legal defenses available to the
        Trustee that are different from or in addition to those available to ParentCo
        or
        the Corporation and that an actual or potential conflict of interest exists
        (in
        which case ParentCo and the Corporation shall not have the right to assume
        the
        defense of such suit on behalf of the Trustee, but shall be liable to pay
        the
        reasonable fees and expenses of counsel for the Trustee).

       

      
        	9.2	
                Limitation
                  of Liability. 

              


      

       

      The
        Trustee shall not be held liable for any loss which may occur by reason of
        depreciation of the value of any part of the Trust Estate or any loss incurred
        on any investment of funds pursuant to this agreement, except to the extent
        that
        such loss is attributable to the fraud, negligence, wilful misconduct or
        bad
        faith on the part of the Trustee.

       

      ARTICLE
        10 - CHANGE
        OF TRUSTEE

       

      
        	10.1	
                Resignation. 

              


      

       

      The
        Trustee, or any trustee hereafter appointed, may at any time resign by giving
        written notice of such resignation to ParentCo and the Corporation specifying
        the date on which it desires to resign, provided that such notice shall never
        be
        given less than 60 days before such desired resignation date unless ParentCo
        and
        the Corporation otherwise agree and provided further that such resignation
        shall
        not take effect until the date of the appointment of a successor trustee
        and the
        acceptance of such appointment by the successor trustee. Upon receiving such
        notice of resignation, ParentCo and the Corporation shall promptly appoint
        a
        successor trustee by written instrument in duplicate, one copy of which shall
        be
        delivered to the resigning trustee and one copy to the successor trustee.
        Failing acceptance by a successor trustee, a successor trustee may be appointed
        by an order of the superior court of the province in which the Corporation
        has
        its registered office upon application of one or more of the parties hereto
        at
        the Corporation's expense.

       

      
        	10.2	
                Removal. 

              


      

       

      The
        Trustee, or any trustee hereafter appointed, may be removed with or without
        cause, at any time on 60 days' prior notice by written instrument executed
        by
        ParentCo and the Corporation, in duplicate, one copy of which shall be delivered
        to the trustee so removed and one copy to the successor trustee, provided
        that,
        in connection with such removal, provision is made for a replacement trustee
        similar to that contemplated in Section 10.1.

       

       

      
        
           

        

        
          -25-

          
            

          

        

        
           

        

      

       

      
        	10.3	
                Successor
                  Trustee. 

              


      

       

      Any
        successor trustee appointed as provided under this agreement shall execute,
        acknowledge and deliver to ParentCo and the Corporation and to its predecessor
        trustee an instrument accepting such appointment. Thereupon the resignation
        or
        removal of the predecessor trustee shall become effective and such successor
        trustee, without any further act, deed or conveyance, shall become vested
        with
        all the rights, powers, duties and obligations of its predecessor under this
        agreement, with like effect as if originally named as trustee in this agreement.
        However, on the written request of ParentCo and the Corporation or of the
        successor trustee, the trustee ceasing to act shall, upon payment of any
        amounts
        then due it pursuant to the provisions of the agreement, execute and deliver
        an
        instrument transferring to such successor trustee all the rights and powers
        of
        the trustee so ceasing to act. Upon the request of any such successor trustee,
        ParentCo, the Corporation and such predecessor trustee shall execute any
        and all
        instruments in writing for more fully and certainly vesting in and confirming
        to
        such successor trustee all such rights and powers.

       

      
        	10.4	
                Notice
                  of Successor Trustee. 

              


      

       

      Upon
        acceptance of appointment by a successor trustee as provided herein, ParentCo
        and the Corporation shall cause to be mailed notice of the succession of
        such
        trustee hereunder to each Holder specified in a List. If ParentCo or the
        Corporation shall fail to cause such notice to be mailed within 10 days after
        acceptance of appointment by the successor trustee, the successor trustee
        shall
        cause such notice to be mailed at the expense of ParentCo and the
        Corporation.

       

      ARTICLE
        11 - SUCCESSORS
        TO PARENTCO OR THE CORPORATION 

       

      
        	11.1	
                Certain
                  Requirements in Respect of Combination, Etc. 

              


      

       

      If
        either
        ParentCo or the Corporation shall enter into any transaction (whether by
        way of
        reconstruction, reorganization, consolidation, merger, transfer, sale, lease
        or
        otherwise) whereby all or substantially all of its undertaking, property
        and
        assets would become the property of any other Person or, in the case of a
        merger, of the continuing corporation resulting therefrom, it shall ensure
        that:

       

      	(a)  	
              such
                other Person or continuing corporation (the “Successor”), by operation of
                law, becomes, without more, bound by the terms and provisions of
                this
                agreement or, if not so bound, executes, prior to or contemporaneously
                with the consummation of such transaction an agreement supplemental
                hereto
                and such other instruments (if any) are necessary or advisable to
                evidence
                the assumption by the Successor of liability for all moneys payable
                and
                property deliverable hereunder, the covenant of such Successor to
                pay and
                deliver or cause to be delivered the same and its agreement to observe
                and
                perform all the covenants and obligations of ParentCo under this
                agreement; and

            


       

      	(b)  	
              such
                transaction shall be upon such terms which substantially preserve
                and do
                not impair in any material respect any of the rights, duties, powers
                and
                authorities of the Trustee or of the Holders
                hereunder.

            


       

       

      
        
           

        

        
          -26-

          
            

          

        

        
           

        

      

       

      
        	11.2	
                Vesting
                  of Powers in Successor. 

              


      

       

      In
        the
        event that Section 11.1 applies, the Trustee, the Successor and the Corporation
        shall execute and deliver the supplemental agreement provided for in Article
        12
        hereof, and thereupon the Successor shall possess and from time to time may
        exercise each and every right and power of ParentCo under this agreement
        in the
        name of ParentCo or otherwise and any act or proceeding by any provision
        of this
        agreement required to be done or performed by the board of directors of ParentCo
        or any officers of ParentCo may be done and performed with like force and
        effect
        by the directors or officers of such Successor.

       

      
        	11.3	
                Wholly-owned
                  Subsidiaries. 

              


      

       

      Nothing
        herein shall be construed as preventing the amalgamation or merger of any
        wholly-owned subsidiary of ParentCo with or into ParentCo or the winding-up,
        liquidation or dissolution of any wholly-owned subsidiary of ParentCo provided
        that all of the assets of such subsidiary are transferred to ParentCo or
        another
        wholly-owned subsidiary of ParentCo, and any such transactions are expressly
        permitted by this Article 11.

       

      ARTICLE
        12 - AMENDMENTS
        AND SUPPLEMENTAL AGREEMENTS

       

      
        	12.1	
                Amendments,
                  Modifications, Etc. 

              


      

       

      Subject
        to Section 12.4, this agreement may not be amended, modified or waived except
        by
        an agreement in writing executed by the Corporation, ParentCo and the Trustee
        and approved by the Holders in accordance with Article 9 of the Exchangeable
        Share Provisions. No amendment to or modification or waiver of any of the
        provisions of this agreement otherwise permitted hereunder shall be effective
        unless made in writing and signed by all of the parties hereto.

       

      
        	12.2	
                Ministerial
                  Amendments. 

              


      

       

      Notwithstanding
        the provisions of Section 12.1 hereof, the parties to this agreement may
        in
        writing, at any time and from time to time, without the approval of the Holders,
        amend or modify this agreement for the purposes of:

       

      	(a)  	
              adding
                to the covenants of any or all of the parties hereto for the protection
                of
                the Holders hereunder;

            


       

      	(b)  	
              making
                such amendments or modifications not inconsistent with this agreement
                as
                may be necessary or desirable with respect to matters or questions
                which,
                in the opinion of the board of directors of each of ParentCo and
                the
                Corporation and in the opinion of the Trustee, relying upon its counsel,
                having in mind the best interests of the Holders as a whole, it may
                be
                expedient to make, provided that such boards of directors and the
                Trustee,
                relying on its counsel, shall be of the opinion that such amendments
                and
                modifications will not be prejudicial to the interests of the Holders
                as a
                whole;

            


       

       

      
        
           

        

        
          -27-

          
            

          

        

        
           

        

      

       

      	(c)  	
              making
                such changes or corrections which, on the advice of counsel to the
                Corporation, ParentCo and the Trustee, are required for the purpose
                of
                curing or correcting any ambiguity or defect or inconsistent provision
                or
                clerical omission or mistake or manifest error; provided that the
                Trustee
                and, relying on its counsel, and the board of directors of each of
                the
                Corporation and ParentCo shall be of the opinion that such changes
                or
                corrections will not be prejudicial to the interests of the Holders
                as a
                whole; or

            


       

      	(d)  	
              making
                such changes as may be necessary or appropriate to implement or give
                effect to any assignment or assumption made pursuant to Section 14.8
                hereof.

            


       

      
        	12.3	
                Meeting
                  to Consider Amendments. 

              


      

       

      The
        Corporation, at the request of ParentCo, shall call a meeting or meetings
        of the
        Holders for the purpose of considering any proposed amendment or modification
        requiring approval pursuant hereto. Any such meeting or meetings shall be
        called
        and held in accordance with the by-laws of the Corporation, the Exchangeable
        Share Provisions and all applicable laws.

       

      
        	12.4	
                Changes
                  in Capital of ParentCo and the Corporation. 

              


      

       

      At
        all
        times after the occurrence of any event effected pursuant to Section 2.5
        or
        Section 2.6 of the Support Agreement, as a result of which either
        ParentCo
        Common Shares, the ParentCo Preferred Shares or the Exchangeable Shares or
        any
        of them are in any way changed, this agreement shall forthwith be amended
        and
        modified as necessary in order that it shall apply with full force and effect,
        mutatis mutandis, to all new securities into which ParentCo Common Shares,
        the
        ParentCo Preferred Shares or the Exchangeable Shares or any of them are so
        changed, and the parties hereto shall execute and deliver a supplemental
        agreement giving effect to and evidencing such necessary amendments and
        modifications.

       

      
        	12.5	
                Execution
                  of Supplemental Agreements. 

              


      

       

      From
        time
        to time the Corporation (when authorized by a resolution of its Board of
        Directors), ParentCo (when authorized by a resolution of its board of directors)
        and the Trustee may, subject to the provisions of these presents, and they
        shall, when so directed by these presents, execute and deliver by their proper
        officers, agreements or other instruments supplemental hereto, which thereafter
        shall form part hereof, for any one or more of the following
        purposes:

       

      	(a)  	
              evidencing
                the succession of any Successors to ParentCo and the covenants of
                and
                obligations assumed by each such Successor in accordance with the
                provisions of Article 12 and the successor of any successor trustee
                in
                accordance with the provisions of Article
                10;

            


       

      	(b)  	
              making
                any additions to, deletions from or alterations of the provisions
                of this
                agreement or the Voting Rights, the escrow provisions, the Exchange
                Right
                or the Automatic Exchange Rights which, in the opinion of the Trustee
                and
                its counsel, will not be prejudicial to the interests of the Holders
                as a
                whole or are in the opinion of counsel to the Trustee necessary or
                advisable in order to incorporate, reflect or comply with any legislation
                the provisions of which apply to ParentCo, the Corporation, the Trustee
                or
                this agreement; and

            


       

       

      
        
           

        

        
          -28-

          
            

          

        

        
           

        

      

       

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

            


       

      
        	12.6	
                Equivalence.

              


      

       

      ParentCo
        hereby covenants and agrees to forthwith effect necessary amendments to its
        constating documents, this agreement, the Support Agreement or the Escrow
        Agreement to ensure that the number of DGI Preferred Voting Shares are adjusted
        to fully reflect the effect of any change in the number of issued and
        outstanding Exchangeable Shares so that the Voting Rights shall in the aggregate
        equal at least one vote for each outstanding Exchangeable Share that is not
        held
        by the Escrow Agent. 

       

      ARTICLE
        13 - TERMINATION

       

      
        	13.1	
                Term. 

              


      

       

      The
        Trust
        created by this agreement shall continue until the earliest to occur of the
        following events:

       

      	(a)  	
              no
                outstanding Exchangeable Shares are held by a Holder and no Escrowed
                Shares are held by the Escrow Agent;

            


       

      	(b)  	
              each
                of the Corporation and ParentCo elects in writing to terminate the
                Trust
                and such termination is approved by the Holders of the Exchangeable
                Shares
                in accordance with Article 9 of the Exchangeable Share Provisions;
                and

            


       

      	(c)  	
              21
                years after the death of the last survivor of the descendants of
                Her
                Majesty Queen Elizabeth II of the United Kingdom of Great Britain
                and
                Northern Ireland living on the date of the creation of the
                Trust.

            


       

      
        	13.2	
                Survival
                  of Agreement. 

              


      

       

      This
        agreement shall survive any termination of the Trust and shall continue until
        there are no Exchangeable Shares outstanding held by a Holder and no Escrowed
        Shares are held by the Escrow Agent; provided, however, that the provisions
        of
        Articles 9 and 10 hereof shall survive any such termination of this
        agreement.

       

      
        
           

        

        
          -29-

          
            

          

        

        
           

        

      

      ARTICLE
        14 - GENERAL

       

      
        	14.1	
                Severability.

              


      

       

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

       

      
        	14.2	
                Enurement. 

              


      

       

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

       

      
        	14.3	
                Notices
                  to Parties. 

              


      

       

      
        	
                (a)

              	
                if
                  to ParentCo to:

              
	 	
                Dialog
                  Group, Inc.

                Twelfth
                  Floor

                257
                  Park Avenue South

                New
                  York, N.Y. U.S.A.

                10010

              
	 	
                Attention: Peter
                  V. DeCrescenzo

              
	 	
                Fax:  (212)
                  719-7010

              
	 	
                Tel:  (212)
                  254-1913

              
	 	 


         

        
          
             

          

          
            -30-

            
              

            

          

          
             

          

        

         

        
          	
                  with
                    copies to:

                
	 	
                  Mark
                    Siegel

                  Suite
                    400E

                  1900
                    Corporate Boulevard

                  Boca
                    Raton, Florida U.S.A.

                  33431

                
	 	
                  Fax:  (561)
                    862-0713

                
	 	
                  Tel:  (561)
                    988-6835

                
	 	 
	
                  (b)

                	
                  if
                    to the Corporation to:

                
	 	
                  AdValiant
                    Inc.

                  2
                    St. Clair Avenue East

                  Suite
                    800

                  Toronto,
                    Ontario Canada

                  M4T
                    2T5

                
	 	
                  Attention: Jivan
                    Manhas

                
	 	
                  Fax:  (888)
                    239-3375

                
	 	
                  Tel:  (416)
                    644-4951

                
	 	 
	
                  (c)

                	
                  if
                    to AdValiant USA to:

                
	 	
                  AdValiant
                    USA, Inc.

                  257
                    Park Avenue South

                  Suite
                    1201

                  New
                    York, NY 10010

                
	 	
                  Attention: Peter
                    Bordes

                
	
                	
                  Fax:  (888)
                    239-3375

                
	 	
                  Tel:  (646)
                    230-1013

                
	 	 


           

           

          
            
               

            

            
              -31-

              
                

              

            

            
               

            

          

           

          
            	
                    with
                      copies to:

                  
	 	
                    McCarthy
                      Tétrault LLP

                    Suite
                      4700

                    Toronto
                      Dominion Bank Tower

                    Toronto,
                      Ontario

                    M5K
                      1E6

                  
	 	
                    Attention: Jay
                      M. Hoffman

                  
	 	
                    Fax:  (416)
                      868-0673

                  
	 	
                    Tel:  (416)
                      601-7692

                  
	 	 
	
                    (d)

                  	
                    if
                      to Empire to:

                  
	 	
                    Empire
                      Media, Inc.

                    257
                      Park Avenue South

                    Suite
                      1201

                    New
                      York, NY 10010

                  
	
                  	
                    Attention: Peter
                      Bordes

                  
	 	
                    Fax:  (888)
                      239-3375

                  
	
                  	
                    Tel:  (646)
                      230-1013 

                  
	 	 
	
                    (e)

                  	
                    if
                      to Jivan Manhas

                  
	 	
                    2
                      St. Clair Avenue East

                    Suite
                      800

                    Toronto,
                      Ontario Canada

                    M4T
                      2T5

                  
	 	
                    Fax:  (888)
                      239-3375

                  
	 	
                    Tel:  (416)
                      644-4951

                  
	 	 


             

             

            
              
                 

              

              
                -32-

                
                  

                

              

              
                 

              

            

             

            
              	
                      (f)

                    	
                      if
                        to Matthew Wise

                    
	 	
                      2
                        St. Clair Avenue East

                      Suite
                        800

                      Toronto,
                        Ontario Canada

                      M4T
                        2T5

                    
	 	
                      Fax:  (888)
                        239-3375

                    
	 	
                      Tel:  (416)
                        644-4950

                    
	 	 
	
                      (g)

                    	
                      if
                        to the Trustee to:

                    
	 	
                      Empire
                        Media, Inc.

                      257
                        Park Avenue South

                      Suite
                        1201

                      New
                        York, NY 10010

                    
	
                    	
                      Attention: Peter
                        Bordes

                    
	 	
                      Facsimile
                        No. (888)
                        239-3375

                    
	
                    	
                      Tel:  (646)
                        230-1013 

                    
	 	 


            

          

        

      

      Any
        notice or other communication given personally shall be deemed to have been
        given and received upon delivery thereof, and if given by telecopy shall
        be
        deemed to have been given and received on the date of receipt thereof unless
        such day is not a Business Day in which case it shall be deemed to have been
        given and received upon the immediately following Business Day.

       

      
        	14.4	
                Notice
                  to Holders. 

              


      

       

      Any
        and
        all notices to be given and any documents to be sent to any Holders may be
        given
        or sent to the address of such Holder shown on the register of Holders of
        Exchangeable Shares in any manner permitted by the Exchangeable Share Provisions
        and shall be deemed to be received (if given or sent in such manner) at the
        time
        specified in such Exchangeable Share Provisions, the provisions of which
        Exchangeable Share Provisions shall apply mutatis mutandis to notices or
        documents as aforesaid sent to such Holders.

       

       

      
        
           

        

        
          -33-

          
            

          

        

        
           

        

      

       

      
        	14.5	
                Risk
                  of Payments by Post. 

              


      

       

      Whenever
        payments are to be made or documents are to be sent to any Holder by the
        Trustee, by the Corporation or by ParentCo or by such Holder to the Trustee
        or
        to ParentCo or the Corporation, the making of such payment or sending of
        such
        document sent through the post shall be at the risk of the Corporation or
        ParentCo, in the case of payments made or documents sent by the Trustee or
        the
        Corporation or ParentCo, and the Holder, in the case of payments made or
        documents sent by the Holder.

       

      
        	14.6	
                Counterparts. 

              


      

       

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

       

      
        	14.7	
                Governing
                  Law. 

              


      

       

      This
        agreement shall be construed and enforced in accordance with the laws of
        the
        Province of Ontario and the laws of Canada applicable therein.

       

      
        	14.8	
                Permitted
                  Assignment. 

              


      

       

      ParentCo
        may assign any or all of its rights and obligations under this agreement
        to any
        Subsidiary of ParentCo, organized under the laws of Canada or any province
        thereof, provided that each of ParentCo and such Subsidiary shall thereafter
        be
        jointly and severally liable for the performance by such Subsidiary of the
        obligations of ParentCo pursuant to this Agreement. Any and all of the
        obligations of ParentCo may be performed and satisfied by any such Subsidiary
        of
        ParentCo, except that nothing in this Section 14.8 shall permit any change
        to
        the rights, privileges, restrictions and conditions attaching to the ParentCo
        Preferred Shares, the ParentCo Common Shares or the Exchangeable
        Shares.

       


      
        
           

        

        
          -34-

          
            

          

        

        
           

        

      


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

       

      
        	 	 	
                ADVALIANT
                  INC.

              
	 	 	 
	 	 	 
	 	 	
                By:

              	
                /s/
                  Peter Bordes

              
	 	 	
                Name:
                   
                  Peter Bordes

              
	 	 	
                Title:
                   President

              
	 	 	 
	 	 	 
	 	 	
                ADVALIANT
                  USA, INC.

              
	 	 	 
	 	 	 
	 	 	
                By:

              	
                /s/
                  Peter Bordes

              
	 	 	
                Name: Peter
                  Bordes

              
	 	 	
                Title:
                   President

              
	 	 	 
	 	 	 
	 	 	
                DIALOG
                  GROUP, INC.

              
	 	 	 
	 	 	 
	 	 	
                By:

              	
                /s/
                  Peter V. DeCrescenzo

              
	 	 	
                Name:
                   Peter
                  V. DeCrescenzo

              
	 	 	
                Title:
                   President

              


         

         

        
          
             

          

          
            -35-

            
              

            

          

          
             

          

        

         

        
          	 	 	
                  EMPIRE
                    MEDIA, INC.

                
	 	 	 
	 	 	
                  By:

                	
                  /s/
                    Peter Bordes

                
	 	 	
                  Name:
                     Peter
                    Bordes

                
	 	 	
                  Title:
                     President

                
	 	 	 
	 	 	 
	 	 	
                  /s/
                    Jivan Manhas

                
	
                  Witness

                	
                  )

                	
                  Jivan
                    Manhas

                
	
                	
                  )

                	 
	
                	
                  )

                	 
	
                	
                  )

                	 
	
                	
                  )

                	 
	
                	
                  )

                	
                  /s/
                    Matthew Wise

                
	
                  Witness

                	
                  )

                	
                  Matthew
                    Wise

                
	
                	
                  )

                	
                
	
                	
                  )

                	 


        

      

      


       

      
        
           

        

        
          -36-

          
            

          

        

        
           

        

      

      EXHIBIT
        A

       

      List
        of Escrowed Shares

       

      


       

      
        Depositing
          Shareholders

      

       

      Empire
        Media, Inc.

      Jivan
        Manhas

      Matthew
        Wise

       

      Number
        of Exchangeable Shares

      Deposited
        in Escrow

       

      252,514,188

       

      Number
        of DGI Preferred Voting Shares

      Deposited
        in Escrow

       

      300

       

      
 

      
        
           

        

        
          -37-

          
            

          

        

        
           

        

      

      TABLE
        OF
        CONTENTS
        
          	 	 
	
                  ARTICLE
                    1 - DEFINITIONS AND INTERPRETATION

                	
                  2

                
	
                  1.1

                	
                  Definitions

                	
                  2

                
	
                  1.2

                	
                  Integration
                    Not Affected by Headings, Etc

                	
                  5

                
	
                  1.3

                	
                  Number,
                    Gender, Etc

                	
                  5

                
	
                  1.4

                	
                  Date
                    for Any Action

                	
                  5

                
	
                  1.5

                	
                  Exhibits
                    and Schedules

                	
                  5

                
	 	 
	
                  ARTICLE
                    2 - PURPOSE OF AGREEMENT

                	
                  6

                
	 	 
	
                  ARTICLE
                    3 - PARENTCO PREFERRED SHARES

                	
                  6

                
	
                  3.1

                	
                  Issuance
                    and Ownership of the ParentCo Preferred Shares

                	
                  6

                
	
                  3.2

                	
                  Safe
                    Keeping of Certificate

                	
                  7

                
	
                  3.3

                	
                  Holders’
                    Benefit

                	
                  7

                
	 	 
	
                  ARTICLE
                    4 - EXERCISE OF VOTING RIGHTS

                	
                  7

                
	
                  4.1

                	
                  Voting
                    Rights

                	
                  7

                
	
                  4.2

                	
                  Number
                    of Votes

                	
                  7

                
	
                  4.3

                	
                  Mailings
                    to Shareholders

                	
                  7

                
	
                  4.4

                	
                  Copies
                    of Shareholder Information

                	
                  9

                
	
                  4.5

                	
                  Other
                    Materials

                	
                  9

                
	
                  4.6

                	
                  List
                    of Persons Entitled to Vote

                	
                  9

                
	
                  4.7

                	
                  Entitlement
                    to Direct Votes

                	
                  10

                
	
                  4.8

                	
                  Voting
                    by Trustee and Attendance of Trustee Representatives at
                    Meeting

                	
                  10

                
	
                  4.9

                	
                  Distribution
                    of Written Materials

                	
                  10

                
	
                  4.10

                	
                  Termination
                    of Voting Rights

                	
                  11

                
	 	 
	
                  ARTICLE
                    5 - ESCROWED SHARES

                	
                  11

                
	
                  5.1

                	
                  Issuance
                    and Ownership of Escrowed Shares

                	
                  11

                
	 	 
	
                  ARTICLE
                    6 - EXCHANGE RIGHT AND AUTOMATIC EXCHANGE

                	
                  12

                
	
                  6.1

                	
                  Grant
                    and Ownership of the Exchange Right

                	
                  12

                
	
                  6.2

                	
                  Legended
                    Share Certificates

                	
                  12

                
	
                  6.3

                	
                  General
                    Exercise of Exchange Right

                	
                  13

                
	
                  6.4

                	
                  Purchase
                    Price

                	
                  13

                
	
                  6.5

                	
                  Exercise
                    Instructions

                	
                  13

                
	
                  6.6

                	
                  Delivery
                    of Exchangeable Share Consideration; Effect of Exercise

                	
                  14

                
	
                  6.7

                	
                  Exercise
                    of Exchange Right Subsequent to Retraction

                	
                  15

                
	
                  6.8

                	
                  Stamp
                    or Other Transfer Taxes

                	
                  15

                
	
                  6.9

                	
                  Notice
                    of Insolvency Event

                	
                  16

                
	
                  6.10

                	
                  {Intentionally
                    omitted}

                	
                  16

                
	
                  6.11

                	
                  Automatic
                    Exchange on Liquidation of ParentCo

                	
                  16

                
	 	 
	
                  ARTICLE
                    7 - CONCERNING THE TRUSTEE

                	
                  18

                
	
                  7.1

                	
                  Powers
                    and Duties of the Trustee

                	
                  18

                
	
                  7.2

                	
                  Dealings
                    with Transfer Agents, Registrars, Etc

                	
                  19

                
	
                  7.3

                	
                  Books
                    and Records

                	
                  20

                
	
                  7.4

                	
                  Income
                    Tax Returns and Reports

                	
                  20

                
	
                  7.5

                	
                  Indemnification
                    Prior to Certain Actions by Trustee

                	
                  20

                
	
                  7.6

                	
                  Actions
                    by Holders

                	
                  21

                
	
                  7.7

                	
                  Reliance
                    Upon Declarations

                	
                  21

                
	
                  7.8

                	
                  Evidence
                    and Authority to Trustee

                	
                  21

                
	
                  7.9

                	
                  Experts,
                    Advisers and Agents

                	
                  22

                
	
                  7.10

                	
                  Investment
                    of Moneys Held by Trustee

                	
                  23

                
	
                  7.11

                	
                  Trustee
                    Not Bound to Act on Request

                	
                  23

                
	
                  7.12

                	
                  Conflicting
                    Claims

                	
                  23

                
	
                  7.13

                	
                  Acceptance
                    of Trust

                	
                  24

                


           

           

          
            
               

            

            
               

              
                

              

            

            
               

            

          

           

          
            	 	 
	
                    ARTICLE
                      8 - COMPENSATION

                  	
                    24

                  
	 	 
	
                    ARTICLE
                      9 - INDEMNIFICATION AND LIMITATION OF LIABILITY

                  	
                    24

                  
	
                    9.1

                  	
                    Indemnification
                      of the Trustee

                  	
                    24

                  
	
                    9.2

                  	
                    Limitation
                      of Liability

                  	
                    25

                  
	 	 
	
                    ARTICLE
                      10 - CHANGE OF TRUSTEE

                  	
                    25

                  
	
                    10.1

                  	
                    Resignation

                  	
                    25

                  
	
                    10.2

                  	
                    Removal

                  	
                    25

                  
	
                    10.3

                  	
                    Successor
                      Trustee

                  	
                    26

                  
	
                    10.4

                  	
                    Notice
                      of Successor Trustee

                  	
                    26

                  
	 	 
	
                    ARTICLE
                      11 - SUCCESSORS TO PARENTCO OR THE CORPORATION

                  	
                    26

                  
	
                    11.1

                  	
                    Certain
                      Requirements in Respect of Combination, Etc

                  	
                    26

                  
	
                    11.2

                  	
                    Vesting
                      of Powers in Successor

                  	
                    27

                  
	
                    11.3

                  	
                    Wholly-owned
                      Subsidiaries

                  	
                    27

                  
	 	 
	
                    ARTICLE
                      12 - AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

                  	
                    27

                  
	
                    12.1

                  	
                    Amendments,
                      Modifications, Etc

                  	
                    27

                  
	
                    12.2

                  	
                    Ministerial
                      Amendments

                  	
                    27

                  
	
                    12.3

                  	
                    Meeting
                      to Consider Amendments

                  	
                    28

                  
	
                    12.4

                  	
                    Changes
                      in Capital of ParentCo and the Corporation

                  	
                    28

                  
	
                    12.5

                  	
                    Execution
                      of Supplemental Agreements

                  	
                    28

                  
	
                    12.6

                  	
                    Equivalence.

                  	
                    29

                  
	 	 
	
                    ARTICLE
                      13 - TERMINATION

                  	
                    29

                  
	
                    13.1

                  	
                    Term

                  	
                    29

                  
	
                    13.2

                  	
                    Survival
                      of Agreement

                  	
                    29

                  
	 	 
	
                    ARTICLE
                      14 - GENERAL

                  	
                    30

                  
	
                    14.1

                  	
                    Severability

                  	
                    30

                  
	
                    14.2

                  	
                    Enurement

                  	
                    30

                  
	
                    14.3

                  	
                    Notices
                      to Parties

                  	
                    30

                  
	
                    14.4

                  	
                    Notice
                      to Holders

                  	
                    33

                  
	
                    14.5

                  	
                    Risk
                      of Payments by Post

                  	
                    34

                  
	
                    14.6

                  	
                    Counterparts.

                  	
                    34

                  
	
                    14.7

                  	
                    Governing
                      Law

                  	
                    34

                  
	
                    14.8

                  	
                    Permitted
                      Assignment

                  	
                    34