EXHIBIT 10.23


                              COMBINATION AGREEMENT

                                  BY AND AMONG

                                 AT ROAD, INC.,

                             ORION EXCHANGECO, LTD.,

                                       AND

                         MDSI MOBILE DATA SOLUTIONS INC.





                           Dated as of April 12, 2004




<PAGE>


                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----


ARTICLE I DEFINITIONS..........................................................1

         1.1      Certain Definitions..........................................1
                  -------------------
         1.2      Interpretation..............................................10
                  --------------

ARTICLE II THE ARRANGEMENT....................................................10

         2.1      Implementation Steps by Company.............................10
                  -------------------------------
         2.2      Interim Order...............................................11
                  -------------
         2.3      Articles of Arrangement.....................................11
                  -----------------------
         2.4      Company Circular............................................11
                  ----------------
         2.5      Securities Compliance.......................................12
                  ---------------------
         2.6      Preparation of Filings, etc.................................13
                  ---------------------------

ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMPANY.........................14

         3.1      Organization and Qualification; Subsidiaries................14
                  --------------------------------------------
         3.2      Articles of Incorporation and Bylaws........................15
                  ------------------------------------
         3.3      Capitalization..............................................15
                  --------------
         3.4      Authority Relative to this Agreement........................17
                  ------------------------------------
         3.5      No Conflict; Required Filings and Consents..................17
                  ------------------------------------------
         3.6      Compliance; Permits.........................................18
                  -------------------
         3.7      Reports; Financial Statements...............................18
                  -----------------------------
         3.8      No Undisclosed Liabilities..................................20
                  --------------------------
         3.9      Absence of Certain Changes or Events........................20
                  ------------------------------------
         3.10     Absence of Litigation.......................................21
                  ---------------------
         3.11     Employee Benefit Plans......................................21
                  ----------------------
         3.12     Labor Matters...............................................24
                  -------------
         3.13     Restrictions on Business Activities.........................25
                  -----------------------------------
         3.14     Title to Property...........................................25
                  -----------------
         3.15     Taxes.......................................................26
                  -----
         3.16     Environmental Matters.......................................27
                  ---------------------
         3.17     Intellectual Property.......................................28
                  ---------------------
         3.18     Agreements, Contracts and Commitments.......................33
                  -------------------------------------
         3.19     Insurance...................................................34
                  ---------
         3.20     Product Warranties..........................................34
                  ------------------
         3.21     Certain Business Practices..................................34
                  --------------------------
         3.22     Interested Party Transactions...............................34
                  -----------------------------
         3.23     Board Approval..............................................35
                  --------------
         3.24     Vote Required...............................................35
                  -------------
         3.25     Company Rights Agreement....................................35
                  ------------------------
         3.26     Brokers.....................................................35
                  -------


<PAGE>


                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page
                                                                            ----

         3.27     Opinion of Financial Advisor................................36
                  ----------------------------

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES...............36

         4.1      Organization and Qualification; Subsidiaries................36
                  --------------------------------------------
         4.2      Certificate of Incorporation and Bylaws.....................36
                  ---------------------------------------
         4.3      Capitalization..............................................36
                  --------------
         4.4      Authority Relative to this Agreement........................37
                  ------------------------------------
         4.5      No Conflict; Required Filings and Consents..................38
                  ------------------------------------------
         4.6      Compliance; Permits.........................................39
                  -------------------
         4.7      SEC Filings; Financial Statements...........................39
                  ---------------------------------
         4.8      Absence of Certain Changes or Events........................41
                  ------------------------------------
         4.9      Absence of Litigation.......................................41
                  ---------------------
         4.10     Taxes.......................................................41
                  -----
         4.11     Brokers.....................................................42
                  -------
         4.12     Intellectual Property.......................................42
                  ----------------------
         4.13     Insurance...................................................42
                  ---------

ARTICLE V CONDUCT PRIOR TO THE EFFECTIVE TIME.................................42

         5.1      Conduct of Business by Company..............................42
                  ------------------------------
         5.2      Conduct of Business of Parent...............................45
                  -----------------------------

ARTICLE VI ADDITIONAL AGREEMENTS..............................................46

         6.1      Confidentiality; Access to Information......................46
                  --------------------------------------
         6.2      No Solicitation.............................................47
                  ---------------
         6.3      Public Disclosure...........................................50
                  -----------------
         6.4      Reasonable Best Efforts; Notification.......................50
                  -------------------------------------
         6.5      Indemnification.............................................53
                  ---------------
         6.6      Company Affiliate Agreement.................................53
                  ---------------------------
         6.7      Regulatory Filings; Reasonable Best Efforts.................54
                  -------------------------------------------
         6.8      Company Stock Transfer Agreement............................54
                  --------------------------------
         6.9      Employee Stock Purchase Plan................................54
                  ----------------------------
         6.10     Company Options.............................................54
                  ---------------
         6.11     Employee Benefits...........................................56
                  -----------------
         6.12     Closing Date Balance Sheet..................................56
                  --------------------------

ARTICLE VII CONDITIONS TO THE MERGER..........................................56

         7.1      Conditions to Obligations of Each Party to Effect the Arrang56
                  ------------------------------------------------------------
         7.2      Additional Conditions to Obligations of Company.............58
                  -----------------------------------------------
         7.3      Additional Conditions to the Obligations of Parent Parties..58
                  ----------------------------------------------------------


                                      -ii-


<PAGE>


                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page
                                                                            ----

ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER................................59

         8.1      Termination.................................................59
                  -----------
         8.2      Notice of Termination; Effect of Termination................61
                  --------------------------------------------
         8.3      Fees and Expenses...........................................61
                  -----------------
         8.4      Amendment...................................................62
                  ---------
         8.5      Extension; Waiver...........................................62
                  -----------------

ARTICLE IX GENERAL PROVISIONS.................................................63

         9.1      Non-Survival of Representations and Warranties..............63
                  ----------------------------------------------
         9.2      Notices.....................................................63
                  -------
         9.3      Counterparts................................................64
                  ------------
         9.4      Entire Agreement; Third Party Beneficiaries.................64
                  -------------------------------------------
         9.5      Severability................................................64
                  ------------
         9.6      Other Remedies; Specific Performance........................65
                  ------------------------------------
         9.7      Governing Law...............................................65
                  -------------
         9.8      English/French Language.....................................65
                  -----------------------
         9.9      No Personal Liability.......................................65
                  ---------------------
         9.10     Assignment..................................................66
                  ----------
         9.11     WAIVER OF JURY TRIAL........................................66
                  --------------------
         9.12     Attorneys' Fees.............................................66
                  ---------------
         9.13     Currency....................................................66
                  --------


                                     -iii-


<PAGE>


                                INDEX OF EXHIBITS
                                -----------------


         Exhibit A         Form of Voting Agreement
         Exhibit B         Form of Company Resolution
         Exhibit C         Form of Plan of Arrangement
         Exhibit D         Form of Exchangeable Share Support Agreement
         Exhibit E         Form of Voting and Exchange Trust Agreement
         Exhibit F         Form of Affiliate Agreement








































                                      -iv-


<PAGE>


                              COMBINATION AGREEMENT

     This  COMBINATION  AGREEMENT is made and entered into as of April 12, 2004,
among At Road, Inc., a Delaware corporation ("Parent"),  Orion Exchangeco, Ltd.,
a  corporation  organized  and  existing  under the  Business  Corporations  Act
(British Columbia) (together with its successors and assigns,  "Exchangeco") and
MDSI Mobile Data Solutions Inc., a corporation  organized and existing under the
federal laws of Canada ("Company").

                                    RECITALS
                                    --------

     A. Upon the terms and  subject  to the  conditions  of this  Agreement  (as
defined in Section 1.1) and in accordance with the Canada Business  Corporations
Act (the  "CBCA"),  as now in effect and as it may be amended  from time to time
prior to the  Effective  Time (as  defined in Section  1.1),  Parent and Company
intend to enter into a business combination transaction.

     B. The  Board  of  Directors  of  Company  (i)  has  determined  that  the
Arrangement  (as defined in Section  1.1) is fair to, and in the best  interests
of,  Company  and its  shareholders,  (ii)  has  approved  this  Agreement,  the
Arrangement and the other transactions  contemplated by this Agreement and (iii)
has  determined  to  recommend  that the  shareholders  of Company  approve  the
Arrangement.

     C. The parties hereto intend that (i) the Arrangement  will provide Company
Shareholders  (as  defined  in  Section  1.1) who are  residents  of Canada  for
purposes of the ITA (as defined in Section 1.1) with the  opportunity to dispose
of their  Company  Common  Shares  (as  defined  in  Section  1.1)  and  receive
Exchangeable Shares (as defined in Section 1.1) on a tax-deferred or "roll-over"
basis for Canadian income tax purposes and (ii) the transactions contemplated by
this  Agreement will  constitute a taxable  disposition of Company Common Shares
(as defined in Section 1.1) for U.S. federal income tax purposes.

     D. As a condition and inducement to Parent's willingness to enter into this
Agreement, certain shareholders of Company have, concurrently with the execution
of this Agreement,  executed and delivered a Voting  Agreement in  substantially
the form attached hereto as Exhibit A (the "Voting Agreement").

     NOW,   THEREFORE,   in  consideration   of  the  covenants,   promises  and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  the parties agree
as  follows:

                                   ARTICLE I
                                  DEFINITIONS

     1.1 Certain  Definitions.  The  following  terms  shall have the  following
meanings:

     "1933 Act" means the United States Securities Act of 1933, as amended;

     "1934 Act" means the United  States  Securities  Exchange  Act of 1934,  as
amended;


<PAGE>


     "Acquisition Agreement" has the meaning ascribed to it in Section 6.2(b);

     "Acquisition   Proposal"  means,   other  than  the  business   combination
transaction  contemplated by this Agreement, any offer or proposal for a merger,
amalgamation,   arrangement,   reorganization,  share  exchange,  consolidation,
recapitalization,   liquidation,   dissolution  or  other  business  combination
involving  Company or the acquisition or purchase of 15% or more of any class of
equity  securities of Company,  or any take-over bid or tender offer  (including
issuer bids and self-tenders) or exchange offer that if consummated would result
in any  Person  beneficially  owning  15% or more  of any  class  of any  equity
securities of Company, or any transaction  involving the sale, lease, license or
other  disposition (by sale,  merger or otherwise) of 15% or more of the book or
market  value  of  assets  (including,  without  limitation,  securities  of any
Subsidiary of Company) of Company and its Subsidiaries, taken as a whole;

     "Agreement" means this Combination  Agreement,  made and entered into as of
April  12,  2004,  among  Parent,  Exchangeco  and  Company,  together  with any
amendments or supplements hereto;

     "Arrangement"  means an  arrangement  under  section 192 of the CBCA on the
terms and subject to the conditions set out in the Plan of Arrangement,  subject
to any  amendments  or variations  thereto made in  accordance  with Section 8.4
hereof or Article 6 of the Plan of  Arrangement  or made at the direction of the
Court in the Final Order;

     "Articles of  Arrangement"  means the articles of arrangement of Company in
respect  of the  Arrangement,  required  by the CBCA to be sent to the  Director
after the Final Order is made;

     "Callco" means 3087761 Nova Scotia Company,  an unlimited liability company
organized and existing under the laws of Nova Scotia.

     "Canadian GAAP" has the meaning ascribed to it in Section 3.7(b);

     "Canadian   Securities   Regulatory   Authorities"   means  the  securities
commissions  or  similar  regulatory  authority  in  each of the  provinces  and
territories of Canada;

     "CBCA" has the meaning ascribed to it in the Recitals hereto;

     "Claims" means claims,  demands,  actions,  suits,  proceedings,  causes of
action,  assessments  or  reassessments,   charges,  arbitrations,   complaints,
grievances,  judgments, debts, liabilities,  expenses, costs, damages or losses,
professional fees and all costs incurred in investigating or pursuing any of the
foregoing or any proceeding relating to any of the foregoing;

     "Code" means the United States Internal Revenue Code of 1986, as amended;

     "Collective  Agreements" means collective  agreements and related documents
including benefit  agreements,  letters of understanding,  letters of intent and
other  written  communications  with  bargaining  agents or Trade Unions for the
Employees or dependent contractors by which Company


                                      -2-


<PAGE>


or any of its Subsidiaries is bound or which impose any obligations upon Company
or any of its  Subsidiaries  or set out the  understanding  of the parties  with
respect to the meaning of any provisions of such collective agreements;

     "Company"  has  the  meaning  ascribed  to such  term  in the  introductory
paragraph to this Agreement;

     "Company  Acquisition" means any of the following  transactions (other than
the transactions contemplated by this Agreement), either as a single transaction
or  series  of   transactions:   (i)  a   merger,   amalgamation,   arrangement,
reorganization,  share exchange, consolidation,  recapitalization,  liquidation,
dissolution or other business combination  involving Company,  pursuant to which
the  shareholders of Company  immediately  preceding such  transaction hold less
than 50% of the aggregate  equity interests in the surviving or resulting entity
of such  transaction,  (ii) the  acquisition  or  purchase of 50% or more of the
equity  securities  of Company  (including by way of tender offer or an exchange
offer or issuance by Company) or the right to acquire such equity securities, or
(iii)  the  sale,  lease,  license  or other  disposition  (by  sale,  merger or
otherwise) of 50% or more of the market value of the assets (including,  without
limitation,  securities  of any  Subsidiary  of  Company)  of  Company  and  its
Subsidiaries, taken as a whole;

     "Company Adverse  Recommendation  Change" has the meaning ascribed to it in
Section 6.2(b);

     "Company  Circular"  means the notice of the Company  Meeting to be sent to
holders of Company  Common Shares and the  accompanying  management  information
circular in connection with the Company Meeting, as amended;

     "Company  Common  Shares" means the common  shares of Company,  with no par
value;

     "Company Documents" has the meaning ascribed to it in Section 3.7(a);

     "Company  Financial  Statements" has the meaning  ascribed to it in Section
3.7(b);

     "Company   Intellectual   Property"  means  Company  Licensed  Intellectual
Property and Company Owned Intellectual Property;

     "Company  Licensed  Intellectual  Property" means any and all  Intellectual
Property  that is owned by any other  Person and that is  licensed  to,  used or
distributed by Company or any of its Subsidiaries;

     "Company  Meeting"  means the  special  meeting  of  Company  Shareholders,
including any  adjournment  or  postponement  thereof,  to be called and held in
accordance with the Interim Order to consider the Arrangement  and, if required,
the waiver of the  application  of Section  3.1 of the Rights  Agreement  to the
transactions contemplated by this Agreement, all in accordance with the terms of
Section 5.1(e) of the Rights Agreement;


                                      -3-

<PAGE>


     "Company  Owned  Intellectual  Property"  means  any and  all  Intellectual
Property owned (in whole or in part) by the Company or any of its Subsidiaries;

     "Company Property" has the meaning ascribed thereto in Section 3.16(a)(i);

     "Company  Registered  Intellectual  Property"  means all of the  Registered
Intellectual  Property  owned (in whole or in part) by, or filed in the name of,
Company or any of its Subsidiaries;

     "Company Resolution" means the special resolution of the holders of Company
Common Shares, to be in substantially the form and content of Exhibit B hereto;

     "Company   Shareholders"   means  the  holders  of  Company  Common  Shares
collectively;

     "Company Stock Options" has the meaning ascribed to it in Section 3.3(a);

     "Company  Stock  Option  Plans" has the  meaning  ascribed to it in Section
3.3(a);

     "Competition Act" means the Competition Act (Canada), as amended;

     "Contract" has the meaning ascribed thereto in Section 3.1(c);

     "Court" means the Supreme Court of British Columbia;

     "Director"  means the  Director  appointed  pursuant  to section 260 of the
CBCA;

     "Dissent  Rights" means the rights of dissent in respect of the Arrangement
described in Section 3.1 of the Plan of Arrangement;

     "Effective   Time"  has  the  meaning  ascribed  thereto  in  the  Plan  of
Arrangement;

     "Employee  Plan" means any  employment,  severance  or similar  contract or
arrangement  (whether or not written, but only if material) or any plan, policy,
fund,  program or contract or  arrangement  (whether or not  written,  funded or
unfunded) providing for compensation,  bonus,  profit-sharing,  stock option, or
other stock related  rights or other forms  incentive or deferred  compensation,
vacation benefits, insurance coverage (including any self-insured arrangements),
health  or  medical  benefits,   disability  benefits,   workers'  compensation,
supplemental  unemployment  benefits,  severance benefits and post-employment or
retirement benefits (including  compensation,  pension,  health, medical or life
insurance or other benefits) that (A) is entered into, maintained, administered,
contributed to or required to be contributed  to, as the case may be, by Company
or any of its  Subsidiaries or ERISA  Affiliates,  (B) with respect to which the
Company or any of its  Subsidiaries  has or may have any liability or obligation
and (C) applies to two or more Employees of Company or any of its Subsidiaries;

     "Employees" means those individuals  employed or retained by Company or any
of its  Subsidiaries  on a full-time,  part-time or temporary  basis,  including
those employees on disability leave, parental leave or other absence;


                                      -4-

<PAGE>


     "Employment Contract" means any Contract, whether oral or written, relating
to an Employee,  including any communication or practice relating to an Employee
which imposes any obligation on Company or any of its Subsidiaries;

     "Environmental   Laws"  has  the  meaning   ascribed   thereto  in  Section
3.16(a)(i);

     "ERISA" means the United States Employee  Retirement Income Security Act of
1974, as amended;

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
which is a member of a controlled  group or which is under  common  control with
Company within the meaning of Section 414 of the Code;

     "Exchangeable  Share  Support  Agreement"  means  an  agreement  to be made
between Parent and Exchangeco in substantially the form and content of Exhibit D
hereto, with such changes thereto as the parties hereto, acting reasonably,  may
agree;

     "Exchangeable   Shares"  means  exchangeable   shares  in  the  capital  of
Exchangeco,  having  substantially  the  rights,  privileges,  restrictions  and
conditions set out in Appendix 1 to the Plan of Arrangement;

     "Exchangeco"  has the meaning  ascribed to such term in the introduction to
this Agreement and shall be treated as a corporation for U.S. federal income tax
purposes;

     "Final Order" means the final order of the Court  approving the Arrangement
as such order may be amended or varied at any time prior to the  Effective  Time
or, if appealed,  then unless such appeal is withdrawn or denied, as affirmed or
as amended on appeal;

     "Form S-3" has the meaning ascribed thereto in Section 2.5(d);

     "Governmental Entity" has the meaning ascribed thereto in Section 3.5(b);

     "Hazardous  Substance"  means  any  pollutant,  contaminant,  waste  of any
nature,  hazardous  substance,  hazardous material,  toxic substance,  dangerous
substance or dangerous  good as defined or  identified  in and  regulated by any
Environmental Law;

     "HSR Act" means the United States Hart-Scott Rodino Antitrust  Improvements
Act of 1976, as amended;

     "ICA" means the Investment Canada Act (Canada),  as amended,  and the rules
and regulations thereunder;

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

     "Intellectual Property" means any or all of the following and all worldwide
common law and statutory rights in, arising out of, or associated therewith: (i)
patents and applications therefor


                                      -5-

<PAGE>


and all reissues, divisions, renewals, extensions, provisionals,  re-extensions,
continuations and  continuations-in-part  thereof  ("Patents");  (ii) inventions
(whether patentable or not), invention disclosures, improvements, trade secrets,
proprietary information, know how, technology,  processes, procedures, technical
data, manuals, records and customer lists, and all documentation relating to any
of the foregoing;  (iii) copyrights,  copyrights  registrations and applications
therefor,  and all  other  rights  corresponding  thereto  throughout  the world
("Copyrights");  (iv) domain names, uniform resource locators ("URLs") and other
names and locators associated with the Internet ("Domain Names"); (v) industrial
designs or similar rights and any registrations and applications therefor;  (vi)
trade names,  logos,  common law  trademarks  and service  marks,  trademark and
service mark registrations and applications therefor  ("Trademarks");  (vii) all
databases  and data  collections  and all rights  therein;  (viii) all moral and
economic  rights of authors and  inventors,  however  denominated;  and (ix) any
similar or equivalent  rights to any of the foregoing or any other  intellectual
property rights;

     "Interim  Order" means the interim  order of the Court,  as the same may be
amended in respect of the Arrangement, as contemplated by Section 2.2;

     "International  Plan"  means any  Employee  Plan that has been  adopted  or
maintained  by  Company  or its  Subsidiaries  principally  for the  benefit  of
Employees outside the United States;

     "Laws" means,  as to any  applicable  Person,  applicable  laws,  statutes,
by-laws, rules, regulations,  orders,  ordinances,  protocols,  codes, treaties,
policies,   notices,   directions   and  judicial,   arbitral,   administrative,
ministerial  or  departmental  judgments,  awards or other  requirements  of any
Governmental Entity having force of law and binding on such Person or any of its
Subsidiaries;

     "Material  Adverse  Effect" means,  with respect to any party,  any change,
event,  circumstance  or effect  that is or would be  reasonably  expected to be
materially  adverse  to the  business,  assets  (including  intangible  assets),
prospects,  financial condition, or results of operations of such party taken as
a whole with its Subsidiaries;  provided,  however, that a change in the trading
price or the  trading  volume of such  party's  equity  securities  shall not be
deemed  in and of  themselves,  either  alone or in  combination,  be  deemed to
constitute  a Material  Adverse  Effect with  respect to such  party;  provided,
further,  however,  that a Material  Adverse  Effect shall not be deemed to have
occurred  as a result  of the  impact  of any  change  in the  business,  assets
(including  intangible assets),  prospects,  financial condition,  or results of
operations  of (a) the  Company  or any of its  Subsidiaries  arising  out of or
relating to any fact, event, circumstance or exception specifically disclosed in
the Company  Schedule,  or (b) Parent Parties  arising out of or relating to any
fact,  event,  circumstance  or exception  specifically  disclosed in the Parent
Schedule;

     "Nasdaq"  means The Nasdaq  National  Market or other market or exchange on
which Parent Common Shares are traded;

     "Notice  of  Adverse  Recommendation"  has the  meaning  ascribed  to it in
Section 6.2(b);

     "Parent"  has  the  meaning  ascribed  to  such  term  in the  introductory
paragraph to this Agreement;


                                      -6-

<PAGE>


     "Parent  Common  Shares"  means shares of common stock of Parent,  with par
value $0.0001 per share;

     "Parent Intellectual  Property" means Parent Licensed Intellectual Property
and Parent Owned Intellectual Property;

     "Parent  Licensed  Intellectual  Property"  means any and all  Intellectual
Property  that is owned by any other  Person and that is  licensed  to,  used or
distributed by, Parent or any of its Subsidiaries;

     "Parent Parties" means Parent and Exchangeco, collectively;

     "Parent  Owned  Intellectual  Property"  means  any  and  all  Intellectual
Property owned (in whole or in part) by the Parent or any of its Subsidiaries;

     "Pension  Plan"  means each  Employee  Plan which is an  "employee  pension
benefit plan," within the meaning of Section 3(2) of ERISA;

     "Permitted  Encumbrances"  means (a)  encumbrances  and  liens  for  Taxes,
governmental  charges,   assessments  or  levies,  provided,  that  such  Taxes,
governmental  charges,  assessments  or  levies  are not  yet  due or are  being
contested in good faith by appropriate proceedings; (b) deposits,  encumbrances,
liens or pledges to secure payments of workmen's compensation, public liability,
unemployment   and  other  similar   insurance;   (c)   mechanics',   workmen's,
materialmen's,  repairmen's, warehousemen's, vendors' or carriers' encumbrances,
liens  or other  similar  items  arising  in the  ordinary  course  of  business
consistent  with past  practices  and securing sums that are not past due or are
being contested in good faith by appropriate  proceedings;  (d)  restrictions on
transfers of  securities  imposed by United States or Canadian  federal,  state,
provincial or territorial securities laws; (e) encumbrances and liens granted by
Company  or any of its  Subsidiaries  to the Bank of  Montreal  pursuant  to the
General Security Agreement,  dated October 1, 1998, between Company and the Bank
of Montreal, or the transactions  contemplated  thereunder  (provided,  that the
Bank of Montreal shall have consented to the  transactions  contemplated by this
Agreement and shall have waived any defaults as a result  thereof) and (f) other
imperfections of title or encumbrances,  if any, which imperfections of title or
other  encumbrances do not materially impair the use of the assets to which they
relate in the  business  of  Company  and its  Subsidiaries  or  Parent  and its
Subsidiaries, as applicable.

     "Person"  means  any  individual,  corporation  (including  any  non-profit
corporation),   general  partnership,  limited  partnership,  limited  liability
partnership,  joint  venture,  estate,  trust,  company  (including  any limited
liability   company  or  joint  stock  company),   firm  or  other   enterprise,
association, organization, entity or Governmental Entity;

     "Plan of Arrangement"  means the plan of arrangement  substantially  in the
form and content of Exhibit C hereto and any  amendments or  variations  thereto
made  in  accordance  with  Section  8.4  hereof  or  Article  6 of the  Plan of
Arrangement or made at the direction of the Court in the Final Order;


                                      -7-

<PAGE>


     "Registered  Intellectual  Property"  means  any  and  all  worldwide:  (i)
patents,   including   applications   therefor;   (ii)  registered   trademarks,
applications to register trademarks,  including intent-to-use  applications,  or
other  registrations  or applications  related to trademarks;  (iii)  copyrights
registrations  and  applications  to register  copyrights;  (iv) registered mask
works and  applications to register mask works;  and (v) any other  intellectual
property  that  is  the  subject  of  an   application,   certificate,   filing,
registration or other document issued by, filed with, or recorded by, any state,
private, government or other legal authority at any time;

     "Regulatory Approvals" means those sanctions,  rulings,  consents,  orders,
exemptions, waivers, permits, agreements, certificates, authorizations and other
approvals (including the lapse, without objection,  of a prescribed time under a
statute or regulation  that states that a transaction  may be  implemented  if a
prescribed time lapses following the giving of notice without an objection being
made) of Governmental  Entities, the failure of which to be obtained would cause
the consummation of the transactions contemplated hereby to be prohibited;

     "Rights Agreement" has the meaning ascribed thereto in Section 3.3(a);

     "Securities  Act" means the  Securities Act (British  Columbia),  as now in
effect and as it may be amended from time to time prior to the Effective Time;

     "SEC" means the United States Securities and Exchange Commission;

     "Securities  Laws" means the CBCA, the  Securities  Act, the Securities Act
(Ontario),  and the equivalent legislation in the other provinces of Canada, the
1933 Act,  the 1934 Act, all as now enacted or as the same may from time to time
be amended, re-enacted or replaced, and the applicable rules, national and local
instruments,  regulations,  rulings,  orders, forms and written policies made or
promulgated  under  such  statutes  and the  published  policies  of  regulatory
authorities  administering  such  statutes,  as well as the rules,  regulations,
by-laws and policies of the TSX and Nasdaq;

     "Shrinkwrap Software" means "off-the-shelf" computer software applications,
other than Company Owned Intellectual Property,  that are generally available to
all interested purchasers and licensees on standard terms and conditions;

     "Special Voting Share" means the share of special voting stock of Parent as
defined in the Voting and Exchange Trust Agreement;

     "Subsidiary"  means,  when used with reference to any party,  any Person of
which such party (either alone or through or together with any other Subsidiary)
owns,  directly or  indirectly,  fifty percent (50%) or more of the  outstanding
capital  stock or other  equity  interests  the  holders of which are  generally
entitled to vote for the election of the board of  directors or other  governing
body of such Person;

     "Superior Proposal" means any offer or proposal for a merger, amalgamation,
arrangement,  reorganization,  share exchange, consolidation,  recapitalization,
liquidation,  dissolution or other business combination involving Company or the
acquisition or purchase of 50% or more of any


                                      -8-

<PAGE>


class of equity  securities  of Company,  or any  take-over  bid or tender offer
(including  issuer bids and  self-tenders) or exchange offer that if consummated
would result in any Person  beneficially  owning 50% or more of any class of any
equity  securities of Company,  or any  transaction  involving the sale,  lease,
license or other  disposition  (by sale,  merger or otherwise) of 50% or more of
the book or market value of assets (including, without limitation, securities of
any  Subsidiary of Company) of Company and its  Subsidiaries,  taken as a whole,
which  Company's  Board of Directors  reasonably  believes in good faith,  after
consultation  with the  Company's  financial  advisor,  (i) is  superior  from a
financial  point  of  view  to  Company's   shareholders  to  the   transactions
contemplated  by  this  Agreement  and  (ii)  is  reasonably  capable  of  being
consummated  by the Person  making  such  Acquisition  Proposal  (including,  if
applicable,  obtaining any necessary financing),  taking into account all legal,
financial, regulatory and other aspects of such Acquisition Proposal;

     "Termination Date" has the meaning ascribed thereto in Section 8.1(b);

     "Termination Fee" has the meaning ascribed thereto in Section 8.3(b)(i);

     "to the  knowledge  of Company" or similar  phrases  mean that an executive
officer of Company or any of its  Subsidiaries  has (a) actual knowledge of such
fact or other  matter  or (b)  implied  knowledge.  For this  purpose,  "implied
knowledge" means such information that an executive officer of Company or any of
its  Subsidiaries  serving in his office should be  reasonably  expected to have
actual  knowledge of in the course of  supervising or operating and managing the
business  and  affairs of  Company or its  Subsidiaries.  For  purposes  of this
definition,  it is agreed that Erik Dysthe, Verne Pecho, Glenn Kumoi, Peter Hill
Rankin, Neil McDonnell, Tommy Lee, Warren Cree, Ronald P. Toffolo, Simon Backer,
Cy Tordiffe,  Paul Lui and David Fischer  constitute the only executive officers
of Company.

     "Trade Union" means an  organization  of employees  formed for the purposes
that include the  regulation  of relations  between  employees and employers and
includes a  provincial,  national  or  international  trade  union,  a certified
council of trade unions, a designated or certified  employee  bargaining agency,
and any  organization  which  has  been  declared  a  trade  union  pursuant  to
applicable provincial labor regulations legislation;

     "Triggering  Event"  means  any of the  following  events  (whether  or not
permitted  by this  Agreement):  (i) the Board of  Directors  of  Company or any
committee  thereof shall for any reason have  withheld,  withdrawn or shall have
amended,  modified or changed  (including the taking of a position  specified in
Section  6.2(b)) in a manner adverse to Parent its  recommendation  in favor of,
the adoption and approval of the  Agreement or the approval of the  transactions
contemplated  by this  Agreement;  (ii) the Board of Directors of Company or any
committee  thereof shall have approved or recommended any Acquisition  Proposal;
(iii) the Board of  Directors  of Company  shall have  failed to  re-affirm  its
recommendation  in favor of the adoption and approval of this  Agreement and the
approval of the transactions  contemplated by this Agreement  promptly following
the request of Parent to do so; (iv) Company  shall have entered into any letter
of intent or similar document or any agreement, contract or commitment accepting
any Acquisition Proposal;  (v) Company shall have breached its obligations under
the terms of Section 6.2 hereof;  or (vi) a tender or exchange offer relating to
securities of Company shall have been  commenced by a person  unaffiliated  with
Parent


                                      -9-

<PAGE>


and Company  shall not have sent to its  securityholders  pursuant to Rule 14e-2
promulgated  under the 1934 Act within ten (10)  business  days,  or pursuant to
section 99 of the Securities  Act (Ontario)  (and the  equivalent  provisions in
other Canadian provincial  securities acts), within ten (10) business days after
such tender or exchange  offer is first  published,  sent or given,  a statement
disclosing that Company recommends rejection of such tender or exchange offer;

     "Trustee" means a Canadian trust company to be chosen by Parent and Company
to act as  trustee  under  the  Voting  and  Exchange  Trust  Agreement  and any
successor trustee appointed under the Voting and Exchange Trust Agreement;

     "TSX" means the Toronto Stock Exchange; and

     "Voting and Exchange Trust Agreement" means an agreement to be made between
Parent,  Exchangeco  and the  Trustee in  substantially  the form and content of
Exhibit E hereto,  with such  changes  thereto  as the  parties  hereto,  acting
reasonably, may agree.

     1.2 Interpretation. When a reference is made in this Agreement to Exhibits,
such  reference  shall  be to an  Exhibit  to this  Agreement  unless  otherwise
indicated.  When a  reference  is made  in  this  Agreement  to  Sections,  such
reference shall be to a Section of this Agreement  unless  otherwise  indicated.
Unless otherwise indicated the words "include,"  "includes" and "including" when
used herein  shall be deemed in each case to be  followed by the words  "without
limitation." The table of contents and headings  contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement. When reference is made herein to "the business
of" an entity,  such  reference  shall be deemed to include the business of such
entity and all direct and indirect Subsidiaries of such entity. Reference to the
Subsidiaries  of an entity  shall be deemed to include  all direct and  indirect
Subsidiaries of such entity.


                                   ARTICLE II
                                 THE ARRANGEMENT

     2.1  Implementation  Steps by Company.  Company  covenants  in favor of the
Parent Parties that Company shall:

          (a) subject to the terms of this  Agreement and the  preparation  of a
substantially  complete version of the Company  Circular,  as soon as reasonably
practicable,  apply  in a  manner  acceptable  to  the  Parent  Parties,  acting
reasonably, under Section 192 of the CBCA for the Interim Order;

          (b) subject to the terms of this Agreement and in accordance  with the
Interim  Order,  convene  and  hold  the  Company  Meeting  for the  purpose  of
considering the Company Resolution and, if required, obtaining the waiver of the
application  of  Section  3.1  of  the  Rights  Agreement  to  the  transactions
contemplated  by this  Agreement,  all in  accordance  with the terms of Section
5.1(e) of the Rights Agreement;


                                      -10-

<PAGE>


          (c) except as required for quorum purposes,  not adjourn,  postpone or
cancel (or propose for adjournment,  postponement or  cancellation)  the Company
Meeting without the Parent Parties' prior written consent, except as required by
Laws or the Company Shareholders;

          (d) subject to obtaining such approvals as are required by the Interim
Order,  proceed with and diligently  pursue the application to the Court for the
Final Order; and

          (e)  subject to  obtaining  the Final  Order and the  satisfaction  or
waiver of the other conditions  herein contained in favor of each party, send to
the  Director,  for  endorsement  and filing by the  Director,  the  Articles of
Arrangement and such other documents as may be required in connection  therewith
under the CBCA to give effect to the Arrangement.

     2.2 Interim Order. The notice of motion for the application  referred to in
Section 2.1(a) shall request that the Interim Order provide:

          (a) for the  class of  Persons  to whom  notice is to be  provided  in
respect of the  Arrangement  and the Company Meeting and for the manner in which
such notice is to be provided;

          (b) that the requisite approval for the Company Resolution shall be 66
2/3% of the votes cast on the Company  Resolution  by holders of Company  Common
Shares and Company Stock Options,  voting together as a class, present in person
or by proxy at the  Company  Meeting  (such that each  holder of Company  Common
Shares is entitled to one vote for each Company  Common Share held and such that
each holder of Company  Stock  Options is entitled to one vote for each  Company
Common  Share that such holder would have  received on a valid  exercise of such
holder's Company Stock Options);

          (c)  that,  in  all  other  respects,  the  terms,   restrictions  and
conditions of the by-laws and articles of Company, including quorum requirements
and all other matters, shall apply in respect of the Company Meeting;

          (d) for the grant of the Dissent Rights; and

          (e) for the notice  requirements  with respect to the  presentation of
the application to the Court for a Final Order.

     2.3 Articles of  Arrangement.  The Articles of Arrangement  shall implement
the Plan of Arrangement.

     2.4  Company  Circular.  As promptly as  reasonably  practicable  after the
execution and delivery of this  Agreement,  Company  shall  complete the Company
Circular  together with any other  documents  required by the Securities Laws or
other  applicable Laws in connection with the  Arrangement,  and, as promptly as
practicable  after the execution and delivery of this Agreement,  Company shall,
unless  otherwise  agreed by the parties,  cause the Company  Circular and other
documentation required in connection with the Company Meeting to be sent to each
Company Shareholder and holder of Company Stock Options and filed as required by
the Interim Order and


                                      -11-

<PAGE>


applicable  Laws.  Parent  shall  provide  in a timely  manner  all  information
regarding  itself  and  the  transactions  contemplated  hereby  required  to be
included in the Company Circular,  including all financial  statements  required
under  applicable law.  Subject to the terms of this Agreement and except to the
extent that the Board of Directors of Company has changed its  recommendation in
accordance with the terms of this Agreement,  the Company  Circular will include
the  recommendation of the Board of Directors of Company in favor of approval of
the Arrangement.

     2.5 Securities Compliance.
         ---------------------

          (a) Each of the Parent Parties shall use its  reasonable  best efforts
to obtain all orders required from the applicable Canadian Securities Regulatory
Authorities  to permit (i) the  issuance  and first  resale of the  Exchangeable
Shares and Parent Common Shares issued pursuant to the Arrangement, and (ii) the
issuance and first resale of the Parent  Common Shares to be issued from time to
time upon exchange of the Exchangeable Shares without further qualification with
or approval of or the filing of any document including any prospectus or similar
document,  or the taking of any proceeding with, or the obtaining of any further
order, ruling or consent from, any Governmental  Entity or regulatory  authority
under any Canadian federal,  provincial or territorial  securities laws or other
Laws or  pursuant  to the  rules and  regulations  of any  regulatory  authority
administering  such Laws, or the  fulfillment of any other legal  requirement in
any such  jurisdiction  (other  than,  with respect to such first  resales,  any
restrictions  on transfer by reason of,  among other  things,  a holder  being a
"control  person" of Parent or Exchangeco  for purposes of  Securities  Laws and
other customary qualifications for such orders).

          (b) Each of  Parent  and  Exchangeco  shall  use its  reasonable  best
efforts to obtain the  approval of the TSX for the  listing of the  Exchangeable
Shares,  if such listing is permitted  under the rules of the TSX, such listings
to be effective prior to or as of the Effective Time.

          (c) Parent shall use its reasonable  best efforts to file with Nasdaq,
if required,  at or prior to the Effective Time, a Notification Form: Listing of
Additional  Shares for the listing of the Parent  Common  Shares to be issued in
connection with the transactions contemplated by this Agreement, such listing to
be effective prior to or as of the Effective Time.

          (d) As promptly as  practicable  after the date  hereof,  Parent shall
file a registration  statement on Form S-3 (or other applicable form) (the "Form
S-3") in order to  register  under the 1933 Act the Parent  Common  Shares to be
issued  from  time to  time  after  the  Effective  Time  upon  exchange  of the
Exchangeable  Shares and shall use its reasonable best efforts to cause the Form
S-3 to become effective and to maintain the  effectiveness of such  registration
for the period  that such  Exchangeable  Shares  remain  outstanding;  provided,
however,  that if the  Parent  shall  receive a  no-action  letter  from the SEC
concluding that such a registration  statement is not necessary for the issuance
of such Parent Common Shares,  then Parent's  obligations  under this subsection
(d) shall terminate.


                                      -12-

<PAGE>


     2.6 Preparation of Filings, etc.
         ----------------------------

          (a) Company shall use its reasonable  best efforts to have the Company
Circular  cleared,   if  applicable,   by  any  applicable  Canadian  Securities
Regulatory  Authority  (including by way of exemption) and any other  applicable
Government Entity.  Each of Parent and Company shall, as promptly as practicable
after receipt thereof,  provide the other parties copies of any written comments
and advise the other  party of any oral  comments  with  respect to the  Company
Circular  or the  Form  S-3,  as the  case may be,  received  from the SEC,  the
Canadian Securities Regulatory Authorities or any other Governmental Entity. The
parties shall  cooperate and provide the other with a reasonable  opportunity to
review and comment on any amendment or  supplement  to the Company  Circular and
the Form S-3  prior to  filing  such  with  the  SEC,  the  Canadian  Securities
Regulatory  Authorities and/or each other applicable Government Entity, and will
provide each other with a copy of all such filings made.  Each party will advise
the other parties,  promptly after it receives notice thereof,  of the time when
the Company  Circular has been  cleared by any  applicable  Canadian  Securities
Regulatory  Authority (if applicable),  the Form S-3 has become  effective,  the
issuance of any stop order,  the suspension of the  qualification  of any of the
Parent  Common  Shares or the  Exchangeable  Shares for  offering or sale in any
jurisdiction,  or any request by the SEC,  the  Canadian  Securities  Regulatory
Authorities  or any other  Governmental  Entity  for  amendment  of the  Company
Circular or the Form S-3.

          (b) Each of Parent  and  Company  shall  furnish to the other all such
information  concerning it and its  shareholders as may be required (and, in the
case of its  shareholders,  available to it) for the effectuation of the actions
described in Sections 2.1, 2.2, 2.4 and 2.5 and the foregoing provisions of this
Section 2.6, and each covenants that no information  furnished by it (or, to its
knowledge,   with  respect  to  information   concerning  its  shareholders)  in
connection with such actions or otherwise in connection with the consummation of
the  transactions  contemplated  by  this  Agreement  will  contain  any  untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated in any such  document or  necessary in order to make any  information  so
furnished  for use in any  such  document  not  misleading  in the  light of the
circumstances  in  which it is  furnished.  Each of  Parent  and  Company  shall
cooperate in the preparation of the Company Circular and shall cause the same to
be  distributed  to  shareholders  of Company  and/or  filed  with the  relevant
securities  regulatory  authorities and/or stock exchanges,  as applicable.

          (c) Parent and Company  shall each  promptly  notify each other if, at
any time before the Effective Time, it becomes aware that the Company  Circular,
an  application  for an order or any other  document  described  in Section  2.5
contains any untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the statements contained
therein not misleading in light of the  circumstances in which they are made, or
that  otherwise  requires an amendment or supplement to the Company  Circular or
such  application  or other  document.  In any such  event,  each of Parent  and
Company shall  cooperate in the  preparation of a supplement or amendment to the
Company Circular or such  application or other document,  as required and as the
case may be,  and,  if  required,  shall  cause  the same to be  distributed  to
shareholders  of Company  and/or filed with the relevant  securities  regulatory
authorities  and/or stock  exchanges,  as applicable.


                                      -13-

<PAGE>


          (d) Company shall use its  reasonable  best efforts to ensure that the
Company  Circular  complies with all applicable Laws and,  without  limiting the
generality  of the  foregoing,  that the Company  Circular  does not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated  therein or necessary  to make the  statements  contained  therein not
misleading in light of the circumstances in which they are made (other than with
respect to any  information  relating to and  provided by a Parent  Party or any
third party that is not an affiliate  of Company)  and Parent shall  provide all
information regarding it and the Parent Common Shares necessary to do so.

          (e) Parent  shall use its  reasonable  best efforts to ensure that the
Form S-3 complies with all applicable Laws and,  without limiting the generality
of the foregoing,  that the Form S-3 does not contain any untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the  statements  contained  therein not misleading in light of
the  circumstances  in which  they are made  (other  than  with  respect  to any
information  relating to and  provided by Company or any third party that is not
an affiliate of Parent), and Company shall provide all information  regarding it
necessary to do so.

                                  ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF COMPANY

     Company  represents  and  warrants to the Parent  Parties,  subject to such
exceptions as are  specifically  disclosed in writing in the  disclosure  letter
supplied  by  Company  to  Parent  dated as of the  date  hereof  (the  "Company
Schedule")  (it being  acknowledged  that  disclosure  with  respect  to any one
Section of this Article III shall be deemed disclosure with respect to any other
Section of this  Article  III if the  applicability  of such  disclosure  to the
subject  matter of such  Section is clear on its face  without  reference  to an
independent document), as follows:

     3.1 Organization and Qualification; Subsidiaries.
         --------------------------------------------

          (a)  Each  of  Company  and its  Subsidiaries  is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  incorporation  and has the requisite  corporate  power and
authority to own,  lease and operate its assets and  properties  and to carry on
its  business as it is now being  conducted,  except  where the failure to do so
would not,  individually or in the aggregate,  be reasonably  expected to have a
Material  Adverse Effect on Company.  Each of Company and its Subsidiaries is in
possession  of  all  franchises,  grants,  authorizations,   licenses,  permits,
easements, consents, certificates,  approvals and orders ("Approvals") necessary
to own,  lease and operate the  properties it purports to own,  operate or lease
and to carry on its  business  as it is now being  conducted,  except  where the
failure to have such Approvals would not,  individually or in the aggregate,  be
reasonably expected to have a Material Adverse Effect on Company.

          (b) Company has no Subsidiaries except as identified in Section 3.1(b)
of  the  Company  Schedule.  The  name  and  jurisdiction  of  incorporation  or
organization  for each  Subsidiary of Company is set forth on Section  3.1(b) of
the Company Schedule.


                                      -14-

<PAGE>


          (c)  Neither  Company  nor any of its  Subsidiaries  has agreed nor is
obligated  to  make  nor is  bound  by any  written,  oral or  other  agreement,
contract,  subcontract or other  arrangement  (a "Contract")  under which it may
become  obligated to acquire any equity  interest or investment  in, or make any
capital  contribution  to, any Person (other than a  wholly-owned  Subsidiary of
Company or a Subsidiary where solely the Company and nominee  equityholders  own
shares of such Subsidiary as required by applicable  Laws).  Neither Company nor
any of its  Subsidiaries  directly or indirectly owns any interest or investment
(whether  equity  or  debt),  or has any  rights  to  acquire  any  interest  or
investment in, any Person (other than a Subsidiary of Company).

          (d) Each of Company and its Subsidiaries is duly qualified or licensed
as a foreign corporation to do business as a foreign corporation, and is in good
standing,  in each  jurisdiction  where the character of the  properties  owned,
leased or  operated  by it or the  nature of its of its  activities  makes  such
qualification  or licensing  necessary,  except for such  failures to be so duly
qualified or licensed and in good standing that would not be reasonably expected
to have a Material Adverse Effect on Company.

     3.2 Articles of Incorporation and Bylaws.  Company has previously furnished
to Parent a complete and correct copy of (i) its Articles of  Incorporation  and
Bylaws or other  organizational  documents  as  amended to date  (together,  the
"Company Charter Documents") and (ii) the equivalent organizational documents of
each of the  Company's  Subsidiaries  as amended to date.  Such Company  Charter
Documents and equivalent  organizational  documents of each of its  Subsidiaries
are in  full  force  and  effect.  Company  is not  in  violation  of any of the
provisions of the Company Charter Documents,  and no Subsidiary of Company is in
violation of its equivalent organizational documents.

     3.3 Capitalization.
         --------------

          (a) The authorized  capital stock of Company  consists of an unlimited
number of Company Common Shares.  At the close of business on April 8, 2004, (i)
8,226,279  Company Common Shares were issued and  outstanding,  all of which are
validly issued, fully paid and nonassessable; (ii) options to purchase 1,175,087
Company Common Shares  ("Company  Stock  Options")  were issued and  outstanding
under Company's (A) 2000 Stock Option Plan, (B) 1999 Stock Option Plan, (C) 1998
Stock Option Plan,  (D) 1997 Stock Option Plan,  (E) 1996 Stock Option Plan, (F)
1995 Stock Option Plan and (G) 1998 Stock Option Plan for Connectria Corporation
(formerly Catalyst Solutions Group, Inc.) (such stock option plans collectively,
the "Company  Stock Option  Plans");  (iii)  rights to purchase  12,168  Company
Common  Shares  were  issued  and  outstanding  under the  Company's  2002 Stock
Purchase  Plan; and (iv) an  indeterminate  number of Company Common Shares were
reserved for issuance upon the exercise of the rights distributed to the holders
of Company  Common Shares  pursuant to the  Shareholder  Rights Plan  Agreement,
dated as of December  17, 2003 (the  "Rights  Agreement"),  between  Company and
Montreal Trust Company of Canada, as the Rights Agent thereunder. Section 3.3(a)
of the Company  Schedule  sets forth the following  information  with respect to
each Company Stock Option  outstanding  as of April 9, 2004: (i) the name of the
optionee;  (ii) the particular  plan pursuant to which such Company Stock Option
was granted;  (iii) the number of Company  Common Shares subject to such Company


                                      -15-

<PAGE>


Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date
on which such  Company  Stock Option was granted;  (vi) the  applicable  vesting
schedule;  (vii) the date on which such  Company  Stock Option  expires;  (viii)
whether the  exercisability of such option will be accelerated in any way by the
transactions  contemplated  by  this  Agreement  (assuming  the  other  relevant
conditions to such acceleration have been satisfied) and indicates the extent of
acceleration; and (ix) whether such Company Stock Option will be terminated upon
the consummation of the Arrangement and the transactions contemplated thereby in
accordance  with  Section  2.2(2)  of the  Plan  of  Arrangement.  There  are no
outstanding  promissory  notes  executed  in  favor  of  Company  or  any of its
Subsidiaries in connection with the exercise of any Company Stock Options or the
purchase  of any other  equity  interest in Company.  Company has  delivered  to
Parent  accurate and complete copies of all stock option plans pursuant to which
Company has granted such Company  Stock Options and the form of all stock option
agreements  evidencing  such Company Stock  Options.  All Company  Common Shares
subject to issuance as aforesaid in accordance with the applicable  stock option
plan,  upon  issuance on the terms and  conditions  specified in the  instrument
pursuant to which they are issuable,  would be duly authorized,  validly issued,
fully  paid and  nonassessable.  All  outstanding  Company  Common  Shares,  all
outstanding  Company Stock Options,  and all outstanding shares of capital stock
of each  Subsidiary of Company have been issued and granted in  compliance  with
all  applicable  Securities  Laws  and  other  applicable  Laws.

          (b) All of the outstanding  shares of capital stock or other ownership
interests of Company's  Subsidiaries  which are held  directly or  indirectly by
Company are validly issued, fully paid and non-assessable. Except for securities
that Company owns free and clear of all liens, pledges, hypothecations, charges,
mortgages,    security   interests,    encumbrances,    Claims,   infringements,
interferences,  options, right of first refusals,  preemptive rights,  community
property  interests or restriction of any nature  (including any  restriction on
the voting of any security or interest,  any  restriction on the transfer of any
security or interest, or any restriction on the possession, exercise or transfer
of any other  attribute of  ownership  of any security or interest)  directly or
indirectly through one or more  Subsidiaries,  as of the date of this Agreement,
there are no equity  securities,  partnership  interests  or  similar  ownership
interests of any class of equity  security of any Subsidiary of Company,  or any
security  exchangeable  or  convertible  into or  exercisable  for  such  equity
securities,  partnership  interests  or  similar  ownership  interests,  issued,
reserved  for  issuance or  outstanding.  Except as set forth in Section  3.3(a)
hereof,  there  are no  subscriptions,  options,  warrants,  equity  securities,
partnership  interests,  conversion  privileges or similar ownership  interests,
calls, rights (including  preemptive  rights),  commitments or agreements of any
character to which Company or any of its  Subsidiaries is a party or by which it
is bound  obligating  Company or any of its  Subsidiaries  to issue,  deliver or
sell,  or cause to be  issued,  delivered  or sold,  or  repurchase,  redeem  or
otherwise  acquire,  or cause the repurchase,  redemption or acquisition of, any
shares of capital stock, partnership interests or similar ownership interests of
Company  or  any  of  its  Subsidiaries  or  obligating  Company  or  any of its
Subsidiaries to grant, extend,  accelerate the vesting of or enter into any such
subscription,  option,  warrant,  equity security,  call,  right,  commitment or
agreement.  There are no outstanding  bonds,  debentures,  or other evidences of
indebtedness  of Company or any Subsidiary  thereof having the right to vote (or
that are  convertible  for or exercisable  into  securities  having the right to
vote) with the holders of Company Common Shares on any matter. As of the date of
this Agreement,  except as contemplated by this Agreement,  the Rights Agreement


                                      -16-

<PAGE>


and the  Voting  Agreement,  there are no  registration  rights  and there is no
voting  trust,  proxy,  rights plan,  anti-takeover  plan or other  agreement or
understanding to which Company or any of its Subsidiaries is a party or by which
they are bound with  respect to any equity  security  of any class of Company or
with respect to any equity security,  partnership  interest or similar ownership
interest of any class of any of its Subsidiaries.

     3.4  Authority  Relative  to this  Agreement.  Company  has  all  necessary
corporate  power and  authority  to execute and deliver  this  Agreement  and to
perform its obligations hereunder.  The execution and delivery of this Agreement
by Company  and the  consummation  by Company of the  transactions  contemplated
hereby have been duly and validly  authorized by all necessary  corporate action
on the part of Company and no other corporate proceedings on the part of Company
are necessary to authorize this Agreement,  or to consummate the transactions so
contemplated;  other than with respect to the completion of the Arrangement, the
approval of the holders of Company  Common  Shares and Company  Stock Options as
described in Article II. This  Agreement has been duly and validly  executed and
delivered by Company and, assuming the due authorization, execution and delivery
by Parent and Exchangeco,  constitutes legal and binding obligations of Company,
enforceable  against Company in accordance with its terms,  except that (i) such
enforcement may be subject to applicable bankruptcy, insolvency, reorganization,
moratorium  or  other  similar  laws,  now or  hereafter  in  effect,  affecting
creditors'  rights  generally,  (ii) the  remedy  of  specific  performance  and
injunctive  and other  forms of  equitable  relief may be  subject to  equitable
defenses and to the  discretion of the court before which any  proceeding may be
brought and (iii) the  Currency  Act  (Canada)  precludes a court in Canada from
rendering  judgment  in  any  currency  other  than  Canadian  currency.

     3.5 No Conflict; Required Filings and Consents.
         ------------------------------------------

          (a) The execution and delivery of this  Agreement by Company does not,
and the performance of this Agreement by Company shall not, (i) conflict with or
violate the Company Charter Documents or the equivalent organizational documents
of any of Company's  Subsidiaries,  (ii)  subject to  obtaining  the approval of
holders of Company  Common  Shares and Company  Stock  Options as  described  in
Article II and  compliance  with the  requirements  set forth in Section  3.5(b)
below,  conflict with or violate any law, rule,  regulation,  order, judgment or
decree  applicable to Company or any of its  Subsidiaries or by which its or any
of their  respective  properties  is bound or  affected,  or (iii) result in any
breach of or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or materially  impair Company's or any of
its  Subsidiaries'  rights or alter the rights or obligations of any third party
under, or give to others any rights of termination,  amendment,  acceleration or
cancellation  of, or result in the creation of a lien or  encumbrance  on any of
the properties or assets of Company or any of its Subsidiaries  pursuant to, any
note, bond, mortgage,  indenture,  contract,  agreement, lease, license, permit,
franchise  or other  instrument  or  obligation  to which  Company or any of its
Subsidiaries is a party or by which Company or any of its Subsidiaries or its or
any of their respective properties are bound or affected,  except in the case of
clauses (ii) or (iii), to the extent such conflict,  violation, breach, default,
impairment  or  other  effect  would  not  be   reasonably   expected  to  have,
individually  or in the aggregate,  a Material  Adverse Effect on Company,  (iv)
result in any payment  becoming due to any


                                      -17-

<PAGE>


director  or officer of Company or any of its  Subsidiaries  or  increase in any
benefits  otherwise payable under any Plan or (v) result in any material payment
becoming  due to any other  employee  of Company or any of its  Subsidiaries  or
increase in any material  benefits  otherwise  payable  under any Plan.

          (b) The execution and delivery of this  Agreement by Company does not,
and the performance of this Agreement by Company shall not, require any consent,
approval,  authorization  or permit of, or filing with or  notification  to, any
court,  administrative  agency,  tribunal,  bureau,  board,  commission,  public
authority,   governmental  or  regulatory  authority,  agency,  ministry,  crown
corporation  or  other  law,  rule- or  regulation-making  entity,  domestic  or
foreign, or any quasi-governmental body,  self-regulatory  organization or stock
exchange,  including  without  limitation,  Nasdaq or the TSX (any of  which,  a
"Governmental Entity") to be made or obtained by Company, except for pursuant to
applicable  requirements,  if any, of the Securities Laws, U.S. state securities
laws and of foreign Governmental  Entities,  the rules and regulations of Nasdaq
or the TSX,  any  approvals  required by the  Interim  Order,  the Final  Order,
filings with the Director under the CBCA, and the Regulatory  Approvals relating
to Company.

     3.6 Compliance;  Permits. Neither Company nor any of its Subsidiaries is in
conflict  with, or in default or violation of, (i) any Law,  order,  judgment or
decree  applicable to Company or any of its  Subsidiaries or by which its or any
of their  respective  properties is bound or affected,  or (ii) any note,  bond,
mortgage,  indenture,  contract, agreement, lease, license, permit, franchise or
other  instrument or obligation to which Company or any of its Subsidiaries is a
party  or by which  Company  or any of its  Subsidiaries  or its or any of their
respective  properties  is bound  or  affected;  except  in each  case,  for any
conflicts,  defaults or violations that (individually or in the aggregate) would
not be reasonably  expected to have a Material Adverse Effect on Company. To the
knowledge of Company,  no investigation or review by any Governmental  Entity is
pending  or  threatened  against  Company  or  its  Subsidiaries.

     3.8 Reports; Financial Statements.
         -----------------------------

          (a)  Company  has  furnished  or made  available  to  Parent  true and
complete  copies of all  forms,  reports,  schedules,  prospectuses,  circulars,
statements and other documents  (together with any amendments  thereto) filed by
it with any of the Canadian Securities Regulatory Authorities,  the SEC, the TSX
and Nasdaq since December 31, 1999 and any  correspondence  related thereto and,
prior to the Effective  Time,  Company will have  furnished or made available to
Parent true and complete  copies of any additional  documents (or any amendments
thereto) filed with any of the Canadian Securities Regulatory  Authorities,  the
SEC,  the  TSX and  Nasdaq  by  Company  prior  to the  Effective  Time  and any
correspondence  related thereto (such forms, reports,  schedules,  prospectuses,
circulars, statements and other documents, including any financial statements or
other documents,  including any schedules  included therein,  are referred to as
the "Company Documents").  Company Documents,  at the time filed (and if amended
or superseded by a filing prior to the date of this Agreement  then, on the date
of such filing),  (i) did not contain any  misrepresentation  (as defined in the
Securities Act (British Columbia) or other Securities Laws), did not at the time
they were filed contain any untrue statement of a material fact or omit to state
a material fact required to be stated


                                      -18-

<PAGE>


therein or necessary in order to make the  statements  therein,  in light of the
circumstances  under which they were made,  not  misleading and (ii) complied in
all material  respects  with the  requirements  of applicable  Securities  Laws.
Company has not filed any confidential  material change report with the Canadian
Securities Regulatory Authorities,  the SEC or any other securities authority or
regulator or any stock exchange or other  self-regulatory  authority which as of
the date hereof remains confidential. None of Company's Subsidiaries is required
to file any  reports  or other  documents  with any of the  Canadian  Securities
Regulatory Authorities, the SEC, the TSX or Nasdaq.

          (b) The  annual  audited  consolidated  financial  statements  and the
quarterly unaudited consolidated financial statements of Company,  including the
notes  thereto,   included  in  Company   Documents   (the  "Company   Financial
Statements")  complied  as to  form in all  material  respects  with  applicable
accounting  requirements in Canada and the U.S. and with the published rules and
regulations  of  applicable   Governmental  Entities,  the  Canadian  Securities
Regulatory  Authorities,  the SEC, the TSX and Nasdaq with respect thereto as of
their  respective  dates,  and have been prepared in accordance  with  generally
accepted  accounting   principles  of  Canada  applied  on  a  basis  consistent
throughout the periods  indicated and consistent  with each other (except as may
be indicated in the notes  thereto)  ("Canadian  GAAP") and in  accordance  with
generally  accepted  accounting  principles  of  the  U.S.  applied  on a  basis
consistent  throughout  the periods  indicated  and  consistent  with each other
(except as may be  indicated  in the notes  thereto)  ("US  GAAP").  The Company
Financial Statements present fairly, in all material respects,  the consolidated
financial  position,  results of  operations  and cash flows of Company  and its
Subsidiaries at the dates and during the periods indicated therein (subject,  in
the case of unaudited statements,  to normal, recurring year-end adjustments and
the absence of notes thereto) and reflect  appropriate and adequate  reserves in
respect of contingent liabilities,  if any, of Company and its Subsidiaries on a
consolidated basis. There has been no change in Company's  accounting  policies,
except as described in the notes to Company Financial Statements.

          (c) The books and  records of  Company  and its  Subsidiaries,  in all
material  respects,  (i) have been  maintained in accordance  with good business
practices  on a basis  consistent  with prior  years,  (ii) state in  reasonable
detail the material  transactions  and dispositions of the assets of Company and
its  Subsidiaries  and (iii)  accurately  and fairly  reflect  the basis for the
Company  Financial  Statements.  Company has  devised and  maintains a system of
internal accounting  controls  sufficient to provide reasonable  assurances that
(i)  transactions  are  executed  in  accordance  with  management's  general or
specific  authorization;  and (ii) transactions are recorded as necessary (A) to
permit  preparation  of  consolidated  financial  statements in conformity  with
Canadian  GAAP and US GAAP and (B) to maintain  accountability  of the assets of
Company and its  Subsidiaries.

          (d) Each Company  Document  containing  financial  statements that has
been filed with or submitted to the SEC since July 31, 2002, was  accompanied by
the  certifications  required  to be  filed  or  submitted  by  Company's  chief
executive officer and chief financial officer pursuant to the Sarbanes-Oxley Act
of 2002 (the "Sarbanes-Oxley  Act"); at the time of filing or submission of each
such  certification,  such certification was true and accurate and complied with
the  Sarbanes-Oxley  Act and the rules and regulations  promulgated  thereunder;
such certifications contain no


                                      -19-

<PAGE>


qualifications  or exceptions to the matters certified therein and have not been
modified or  withdrawn;  and neither  the  Company nor any of its  officers  has
received  notice from any  Governmental  Entity  questioning or challenging  the
accuracy,  completeness,  form  or  manner  of  filing  or  submission  of  such
certifications.

          (e) To the  knowledge  of  Company,  no  employee  of  Company  or any
Subsidiary  has  provided or is  providing  information  to any law  enforcement
agency  regarding  the  commission  or possible  commission  of any crime or the
violation or possible violation of any Laws or is or has been the subject of any
investigation,  litigation,  suit or proceeding  with respect to any criminal or
civil  matter.  Neither  Company nor any  Subsidiary  nor, to the  knowledge  of
Company, any officer, employee, contractor, subcontractor or agent of Company or
any such Subsidiary has discharged, demoted, suspended,  threatened, harassed or
in any  other  manner  discriminated  against  an  employee  of  Company  or any
Subsidiary in the terms and conditions of employment  because of any act of such
employee described in 18 U.S.C. ss. 1514A(a).

          (f) Company does not hold assets  located in the United  States (other
than investment  assets,  voting or nonvoting  securities of another person, and
assets included pursuant to Section  801.40(d)(2) of the HSR Act) having a total
value of over  $50,000,000,  and Company has not made aggregate sales in or into
the United States of over $50,000,000 in its most recent fiscal year, all within
the meaning of the HSR Act.

          (g) In  accordance  with Part IX of the  Competition  Act and with the
Notifiable  Transactions  Regulations  thereunder,  Company does not carry on an
operating  business  where (i) the  aggregate  value of the  assets  in  Canada,
determined  as of such time and in such  manner as may be  prescribed,  that are
owned by Company or corporations  controlled by Company,  other than assets that
are shares of any of those  corporations,  would exceed fifty  million  Canadian
dollars  (Cdn.$50,000,000),  or (ii) the gross  revenues  from  sales in or from
Canada  determined  for  such  annual  period  and  in  such  manner  as  may be
prescribed,  generated  from the assets  referred to in  subparagraph  (i) would
exceed  fifty  million  Canadian  dollars  (Cdn.$50,000,000).  Company  does not
provide any of the  services and does not engage in any of the  activities  of a
business described in such section 14.1(5) of the ICA.

     3.9 No Undisclosed Liabilities. Neither Company nor any of its Subsidiaries
has any  liabilities  (absolute,  accrued,  contingent or otherwise)  which are,
individually  or  in  the  aggregate,  material  to  the  business,  results  of
operations,  assets or financial condition of Company and its Subsidiaries taken
as a whole,  except (i) liabilities  set forth in Company's  balance sheet as of
December 31, 2003, (or the notes  thereto),  (ii)  liabilities  disclosed in any
Company  Document  filed after  December 31, 2003, and prior to the date of this
Agreement,  or (iii)  liabilities  incurred  since  December  31,  2003,  in the
ordinary  course  of  business  that  would  not  have,  individually  or in the
aggregate, a Material Adverse Effect on Company.

     3.10 Absence of Certain Changes or Events.  Since December 31, 2003,  there
has not been (i) any event or circumstance which would be reasonably expected to
have a Material Adverse Effect on Company,  (ii) any declaration,  setting aside
or payment of any dividend on, or other distribution  (whether in cash, stock or
property) in respect of, any of Company's or any of any Subsidiaries'


                                      -20-

<PAGE>


capital stock,  or any purchase,  redemption or other  acquisition by Company of
any of  Company's  capital  stock or any  other  securities  of  Company  or any
Subsidiaries  or any  options,  warrants,  calls or rights to  acquire  any such
shares or other securities except for repurchases from employees following their
termination pursuant to the terms of their pre-existing stock option or purchase
agreements, (iii) any split, combination or reclassification of any of Company's
or any  Subsidiaries'  capital stock,  (iv) except for any grant or payment made
with respect to non-executive employees of Company or any Subsidiary with a base
annual  compensation  of less than $68,000 in the  ordinary  course of business,
consistent  with  past  practice,  based on a  normal  compensation  cycle,  any
granting by Company or any of its  Subsidiaries  of any increase in compensation
or fringe benefits,  or any payment by Company or any of its Subsidiaries of any
bonus, or any granting by Company or any of its  Subsidiaries of any increase in
severance or termination pay, or any entry by Company or any of its Subsidiaries
into   any   currently   effective   employment,   severance,   termination   or
indemnification  agreement or any agreement the benefits of which are contingent
or  the  terms  of  which  are  materially  altered  upon  the  occurrence  of a
transaction  involving Company of the nature  contemplated  hereby, (v) material
change by Company in its accounting  methods,  principles or practices,  or (vi)
any revaluation by Company of any of its assets, including,  without limitation,
writing down the value of capitalized inventory or writing off notes or accounts
receivable  or any material sale of assets of Company other than in the ordinary
course of business.

     3.11  Absence of  Litigation.  (a) There is no claim,  action,  proceeding,
litigation,  investigation  or  inquiry  that  has  been  commenced  or,  to the
knowledge of Company,  threatened  against Company or any Subsidiary  before any
Governmental   Entity  which,  if  determined   adversely  to  Company  or  such
Subsidiary,  would,  individually or in the aggregate, be reasonably expected to
have  either a Material  Adverse  Effect on Company or to prevent or  materially
delay  consummation of the Arrangement;  (b) neither Company nor any Subsidiary,
nor any of their respective assets and properties, is subject to any outstanding
judgment,  order,  writ,  injunction or decree that involves or may involve,  or
restricts  or may  restrict or  requires or may  require,  an  expenditure  of a
material  amount  of money as a  condition  to or a  necessity  for the right or
ability of Company or a Subsidiary,  as the case may be, to conduct its business
in a  manner  in which it  currently  carries  on such  business  that  would be
reasonably  expected to (i) have,  individually or in the aggregate,  a Material
Adverse Effect on Company or (ii) prevent or materially  delay  consummation  of
the  Arrangement;  and (c) neither  Company nor any Subsidiary is subject to any
pending  or, to the  knowledge  of  Company,  threatened  warranty,  negligence,
performance  or other  Claims or  disputes  or  potential  Claims or disputes in
respect  of  products  or  services  currently  being  delivered  or  previously
delivered  that would be  reasonably  expected to have,  individually  or in the
aggregate,  a Material  Adverse Effect on Company.

     3.12 Employee Benefit Plans.
          ----------------------

          (a) Schedule 3.11/3.12 to this Agreement, a schedule which is separate
from and not part of the Company Schedule (the "Benefits  Schedule")  identifies
each material Employee Plan.

          (b) Except as set  specifically  forth in Section  3.11 of the Company
Schedule,


                                      -21-

<PAGE>


               (i)  Company  has  provided  to  Parent  copies  of the  material
Employee Plans (and, if applicable, related trust agreements) and all amendments
thereto and written interpretations thereof together with the annual reports for
the past year (Form 5500 including,  if applicable,  Schedule B thereto) and, if
applicable,  the most recent  actuarial  valuation report prepared in connection
with any such Employee  Plan.  The Company has also provided to Parent copies of
all material  financial  statements and accounting  statements and reports,  and
investment  reports for the past year, all material  communications to Employees
(taken as a group)  relating  to any  Employee  Plan and any  proposed  Employee
Plans, in each case, relating to any amendments,  terminations,  establishments,
increases  or  decreases  in  benefits,  acceleration  of  payments  or  vesting
schedules or other  events  which would result in any material  liability to the
Company, and for the most recent plan years, if applicable, discrimination tests
for each material Employee Plan.

               (ii) Neither Company, its Subsidiaries nor any ERISA Affiliate of
Company or its  Subsidiaries  has (i) engaged  in, or is a  successor  or parent
corporation to an entity that has engaged in, a transaction described in Section
4069 or 4212(c) of ERISA.  Neither the Company or any ERISA Affiliate of Company
currently maintains, sponsors,  participates in or contributes to, or has in the
past 6  years,  maintained,  sponsored,  participated  in or  contributed  to, a
Pension  Plan which is subject to Title IV of ERISA or Section  412 of the Code.
There are no going concern unfunded actuarial liabilities, past service unfunded
liabilities or solvency deficiencies respecting any of the Employee Plans.

               (iii) Each Employee  Plan that is intended to be qualified  under
Section 401(a) of the Code has received a favorable determination letter, or has
pending  or has  time  remaining  in  which to  file,  an  application  for such
determination from the Internal Revenue Service, and Company or its Subsidiaries
is not aware of any reason why such  determination  letter  should be revoked or
not be issued.  Company has provided to Parent the most recent Internal  Revenue
Service  determination  letter issued with respect to each such  Employee  Plan.
Each  Employee  Plan has been  maintained  in  compliance  with its terms and in
compliance  with the  requirements  prescribed by any and all statutes,  orders,
rules and  regulations,  including but not limited to ERISA and the Code,  which
are  applicable  to such  Employee  Plan,  except  that would not be  reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect on
the  Company.  All  employer or  employee  payments,  contributions  or premiums
required to be remitted,  paid to or in respect of each  Employee Plan have been
paid or  remitted  in  accordance  with its terms  and all  Laws,  and no taxes,
penalties  or fees are owing  under any  Employee  Plan.  With  respect  to each
Employee  Plan  subject to ERISA that is either an employee  pension plan within
the meaning of Section 3(2) of ERISA or an employee  welfare benefit plan within
the meaning of Section  3(1) of ERISA,  Company  has  prepared in good faith and
timely filed all requisite  governmental reports (which were true and correct as
of the date filed) and has properly and timely filed and  distributed  or posted
all notices and reports to employees required to be filed, distributed or posted
with respect to each such  Employee  Plan. No suit,  administrative  proceeding,
action or other litigation has been brought, or to the best knowledge of Company
is threatened,  against or with respect to any such Employee Plan, including any
audit or  inquiry by the IRS or United  States  Department  of Labor.  Except as
disclosed in the Company  Schedule,  each material Employee Plan can be amended,
terminated or otherwise  discontinued  after the Closing Date in accordance with
its terms, and such actions will not, either alone or in the


                                      -22-

<PAGE>


aggregate,  be reasonably  expected to have a Material Adverse Effect on Parent,
Company or any  Subsidiary.

               (iv)  Since  December  31,  2002,  there  have  been no  material
increases or changes to, the benefits provided under any Employee Plan.  Company
does not have  any  plan or  commitment  (including  any  verbal  indication  or
commitment  made  to  any  one  or  more  employees  of  Company  or  any of its
Subsidiaries  or to the  employees  of  Company  or any of its  Subsidiaries  in
general) to establish any new Employee Plan, to modify any Employee Plan (except
to the extent  required by the terms of any existing  Employee Plan or by Law or
to conform any such Employee Plan to the  requirements of any Laws, in each case
as previously disclosed to Parent in writing, or as required by this Agreement),
or to enter into any new Employee  Plan.

               (v) Neither the execution and delivery of this  Agreement nor the
consummation  of the  transactions  contemplated  hereby  will (i) result in any
payment (including severance, unemployment compensation, golden parachute, bonus
or  otherwise,   whether  due  upon  voluntary  or  involuntary  termination  or
otherwise) becoming due to any employee,  independent  contractor or director of
Company or any Subsidiary under any Employee Plan or otherwise,  (ii) materially
increase any  benefits or material  obligation  pursuant to any  Employee  Plan,
(iii) trigger funding obligations under any Employee Plan, or (iv) result in the
acceleration of the time of payment or vesting of any benefits for any employee,
independent contractor or director of the Company or any Subsidiary. There is no
agreement,  plan,  arrangement or other contract  covering any current or former
employee,  independent  contractor  or  director  of the  Company  or any of its
Subsidiaries that, considered  individually or considered  collectively with any
other such agreements, plans, arrangements or other contracts, will, or would be
reasonably  expected to, give rise  directly or indirectly to the payment of any
amount that would be characterized as an "excess  parachute  payment" within the
meaning of Sections 280G(b)(1), 404 or 162(m) of the Code. There is no contract,
agreement,  plan or arrangement to which Company or any of its Subsidiaries is a
party or by which Company or any of its  Subsidiaries is bound to compensate any
individual  for excise  taxes paid  pursuant  to Section  4999 of the Code.  The
Company Schedule attached hereto sets forth all Employment Contracts,  severance
agreements,  gross-ups  and option  agreements,  if any,  for the 14 most highly
compensated  officers  of  Company  (in  terms of base  compensation),  true and
correct copies of which have been provided to Parent.  Neither the voluntary nor
involuntary  termination  of any  officer or  employee  of Company or any of its
Subsidiaries  following the Effective  Time will result in any payment  becoming
due to any such  employee  or officer of  Company or any such  Subsidiary.

               (vi) There is no material action, suit,  investigation,  audit or
proceeding  pending  against  or  involving  or, to the  knowledge  of  Company,
threatened against or involving any Employee Plan before any court or arbitrator
or any state, federal or local governmental body, agency or official (other than
routine Claims for benefits).

               (vii)  Neither  Company  nor  any of  its  Subsidiaries  has  any
material  current  or  projected  liability  in respect  of  post-employment  or
post-retirement health or medical or life insurance benefits for retired, former
or current employees of Company or its Subsidiaries, except as


                                      -23-

<PAGE>


required to avoid excise tax under  Section  4980B of the Code.  With respect to
each Employee Plan,  Company and each of its Subsidiaries have complied with (i)
the  applicable   health  care   continuation  and  notice   provisions  of  the
Consolidated  Omnibus  Budget  Reconciliation  Act of  1985  ("COBRA")  and  the
regulations  thereunder or any similar applicable state law, (ii) the applicable
requirements of the Health  Insurance  Portability  Amendments Act ("HIPAA") and
the regulations  thereunder and (iii) the applicable  requirements of the Family
Medical  Leave  Act of  1993  and  the  regulations  thereunder  or any  similar
applicable  state law,  except to the extent that such  failure to comply  would
not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

               (viii) At no time  during  the past six years has  Company or its
Subsidiaries or any ERISA Affiliate of Company or its  Subsidiaries  contributed
to or been  requested to  contribute  to any  multiemployer  plan, as defined in
Section 3(37) of ERISA or any plan described in Section 413(c) of the Code.

               (ix) Each  International  Plan of Company or its Subsidiaries has
been  maintained in material  compliance  with its terms and  conditions  and in
material compliance with the requirements prescribed by any and all statutory or
regulatory  laws that are  applicable to such  International  Plan,  except that
would not,  individually or in the aggregate,  be reasonably  expected to have a
Material Adverse Effect on the Company.  There has been no amendment to, written
interpretation of or announcement  (whether or not written) by Company or any of
its  Subsidiaries  relating to, or change in employee  participation or coverage
under any  International  Plan that would  increase  materially  the  expense of
maintaining  such  International  Plan  above the level of expense  incurred  in
respect thereof for the end of the prior fiscal year.

     3.13 Labor Matters.
          -------------

          (a) There are no actions, suits, Claims,  proceedings,  labor disputes
or grievances pending,  or, to the knowledge of Company,  threatened relating to
any labor, health and safety,  workers'  compensation or discrimination  matters
involving any Employee,  including without  limitation,  charges of unfair labor
practices  or  discrimination  complaints.   Neither  Company  nor  any  of  its
Subsidiaries has engaged in any unfair labor practices within the meaning of the
National  Labor  Relations  Act or  any  foreign  equivalent.  Company  and  its
Subsidiaries  have not incurred any  liability  under,  and have complied in all
respects  with, the Worker  Adjustment  Retraining  Notification  Act (the "WARN
Act"),  and no fact or event exists that could give rise to liability  under the
WARN Act.

          (b) No Trade Union,  association of employees,  certified association,
council of trade unions,  employee  bargaining  agency or affiliated  bargaining
agent,  holds bargaining  rights with respect to any employees of Company or its
Subsidiaries  by  way  of  certification,   interim   certification,   voluntary
recognition, designation or successor rights.

          (c) Each of  Company  and its  Subsidiaries  is in  compliance  in all
material respects with all applicable  foreign,  federal,  state and local Laws,
rules and regulations  respecting  employment,  employment practices,  terms and
conditions  of  employment  and wages and hours,  in each case,  with respect to
Employees,  and has withheld,  reported and remitted all amounts required


                                      -24-

<PAGE>


by law or by  agreement to be  withheld,  reported and remitted  with respect to
wages, salaries and other payments to Employees.

          (d) The Benefits Schedule sets forth a complete list of the Collective
Agreements and listed  certifications or pending  certifications with respect to
Collective  Agreements  either  directly or by operation of Law,  with any Trade
Union or  association  which may qualify as a Trade Union.  Current and complete
copies of all  Collective  Agreements  have been made  available  to the Parent.
There  are no  outstanding  or,  to the  knowledge  of the  Company,  threatened
proceedings  which could result in  certification of a Trade Union as bargaining
agent for any Employees of the Company or any of the  Subsidiaries,  not already
covered by the Collective Agreements.  To the knowledge of Company, there are no
threatened or apparent union organizing  activities  involving  Employees of the
Company  or  any of the  Subsidiaries  not  already  covered  by the  Collective
Agreements.  Neither  the  Company  nor any of the  Subsidiaries  is in material
violation of any provision under any Collective Agreement. There is no strike or
lock out  occurring  or, to the  knowledge  of the Company,  threatened  strike,
lockout,  or other work stoppage or slowdown,  or other labor dispute  affecting
the Company or any of the Subsidiaries.

     3.14 Restrictions on Business Activities.
          -----------------------------------

     There is no agreement,  commitment,  judgment,  injunction, order or decree
binding  upon  Company  or its  Subsidiaries  or to which  Company or any of its
Subsidiaries  is a party which has or would be  reasonably  expected to have the
effect of (a)  prohibiting or impairing any business  practice of Company or any
of its Subsidiaries, (b) prohibiting or impairing any acquisition of property by
Company or any of its Subsidiaries,  (c) prohibiting or impairing the conduct of
business by Company or any of its  Subsidiaries  as  currently  conducted  or as
currently  planned  to be  conducted  or  (d)  requiring  Company  or any of its
Subsidiaries to conduct any portion of its business (including,  but not limited
to, the location of  facilities,  hiring of employees or the  purchase,  sale or
distribution of their products) in a specified geographical location.

     3.15 Title to Property.  Neither Company nor any of its Subsidiaries own or
have title to any real property. Section 3.14 of the Company Schedule sets forth
all leases,  subleases or other occupancy agreements (the "Leases") for the real
property  leased or  otherwise  occupied  by the  Company  and its  Subsidiaries
("Leased Real Property"). The Leases afford Company and/or its Subsidiaries,  as
the  case  may be,  peaceful  and  undisturbed  possession  of the  Leased  Real
Property,  except as would not be reasonably expected to have a Material Adverse
Effect on Company. All Leases for the Leased Real Property are, to the knowledge
of Company,  in good  standing,  valid and  effective in  accordance  with their
respective terms.  Except for breaches,  violations or defaults which would not,
individually  or in the  aggregate,  be  reasonably  expected to have a Material
Adverse Effect on Company,  neither Company nor any of its Subsidiaries,  nor to
Company's  knowledge  any  other  party  to any such  lease  or other  occupancy
agreement, is in breach, violation or default under, and neither Company nor any
of its Subsidiaries  has received written notice that it has breached,  violated
or defaulted under, any of the material terms or conditions of any such lease or
other occupancy agreement to which Company or any of its Subsidiaries is a party
or by which it is bound in such a manner  as would  permit  any  other  party to
cancel or terminate any such lease or other occupancy agreement, or would permit
any other party to seek damages or other remedies.


                                      -25-

<PAGE>


     3.16 Taxes.
          -----

          (a) Definition of Taxes.  "Tax" and "Taxes" means, with respect to any
Person,  all income taxes (including any tax on or based upon net income,  gross
income,  income as specially  defined,  earnings,  profits or selected  items of
income, earnings or profits), capital taxes, gross receipts taxes, environmental
taxes,  sales taxes,  use taxes, ad valorem taxes,  value added taxes,  transfer
taxes,  franchise taxes,  license taxes,  withholding taxes or other withholding
obligations,  payroll  taxes,  employment  taxes,  Canada Pension Plan premiums,
excise  taxes,  severance,   social  security  premiums,  workers'  compensation
premiums,   unemployment  insurance  or  compensation  premiums,   stamp  taxes,
occupation  taxes,  premium  taxes,  property  taxes,  windfall  profits  taxes,
alternative or add-on minimum taxes, goods and services taxes, customs duties or
other governmental charges,  duties or imposts of any kind whatsoever,  together
with (i) any interest,  penalties,  additions to tax or additional  amounts with
respect  to the  foregoing  that are  imposed  on such  Person or for which such
Person is  responsible  and (ii) any  liability  of such  Person  arising  under
provisions of applicable  Laws, or under  indemnification,  tax sharing or other
agreements or arrangements, for any taxes, interest, penalties, additions to tax
or  additional   amounts  with  respect  to  any  other  Person  (including  any
predecessor   or  transferor   entity).   "Tax   Returns"   means  all  returns,
declarations,  reports,  information returns and statements (including estimated
returns and statements) pertaining to any Taxes.

          (b) Tax Returns and Audits.
              ----------------------

               (i) All material Tax Returns required to be filed by or on behalf
of  Company  or  any  of  its  Subsidiaries   were  filed  with  the  applicable
Governmental  Entity when due (including any  applicable  extension  periods) in
accordance  with all  applicable  Laws  and were  correct  and  complete  in all
material  respects.

               (ii) Company and each of its  Subsidiaries  have timely paid,  or
withheld and remitted to the appropriate  taxing  authority,  all material Taxes
due and payable, or required to be withheld, by any of them under any applicable
Law.

               (iii) The charges,  accruals and reserves for material amounts of
Taxes with  respect to Company  and its  Subsidiaries  reflected  on the Company
Financial  Statements  of Company and its  Subsidiaries  (whether or not due and
whether or not shown on any Return but  excluding  any  provision  for  deferred
income  Taxes) are adequate to cover such Taxes,  other than any  liability  for
unpaid  Taxes that may have  accrued  since the date of such  Company  Financial
Statements  in  connection  with the  operation  of its business in the ordinary
course.

               (iv)   There  is  no   material   claim   (including   under  any
indemnification or Tax-sharing  agreement),  audit,  action,  suit,  proceeding,
investigation,  inquiry  or  request  for  information  or  cooperation  by  any
Governmental  Entity  or  party  to  a  Tax-sharing  agreement  now  pending  or
threatened  against or in respect of any Tax or "tax asset" of Company or any of
its  Subsidiaries.  Neither Company nor any of its Subsidiaries has executed any
unexpired waiver of any statute of limitations on or extension of any period for
the  assessment of collection of any Tax. For purposes of this Section 3.15, the
term "tax asset" shall include any net operating loss, net


                                      -26-

<PAGE>


capital loss, investment tax credit, foreign tax credit, charitable deduction or
any other credit or Tax  attribute  which could reduce  Taxes.

               (v) There are no liens for Taxes  upon the  assets of  Company or
its  Subsidiaries  except for liens for current  Taxes not yet due.

               (vi) To the knowledge of Company,  neither Company nor any of its
Subsidiaries  is party  to or has any  obligation  under  any tax  sharing,  tax
indemnity or tax allocation  agreement or  arrangement  that could result in any
material Tax liability for Company or any of its Subsidiaries.

               (vii)  To the  knowledge  of  Company,  the  consummation  of the
transactions contemplated hereby will not in and of themselves (i) cause any Tax
to become  payable by the  Company or any of its  Subsidiaries  or (ii) have any
adverse effect on the continued  validity and  effectiveness of any material Tax
exemption, Tax holiday or other Tax reduction agreement or order applying to the
Company or any of its Subsidiaries.

               (viii)  Parent  has  been  furnished  by  Company  with  true and
complete  copies of (i) income tax audit  reports,  statements of  deficiencies,
closing or other  agreements  received  by or on behalf of the Company or any of
its  Subsidiaries  relating  to  material  amounts  of  Taxes  for  the  periods
commencing  on or after  January  1,  1998 or any  prior  periods  for which the
applicable  statutes of  limitations  for  imposition  of Taxes may be open as a
result of Company or a Subsidiary having entered into an agreement to extent the
statute of limitations,  (ii) all material income tax Returns of Company and its
Subsidiaries  for all Tax periods  commencing on or after  January 1, 1998,  and
(iii) any correspondence to or from any Governmental  Entity with respect to all
material amounts of Taxes for periods  commencing on or after January 1, 1998 or
any  prior  periods  for  which  the  applicable  statutes  of  limitations  for
imposition  of Taxes may be open as a result of Company or a  Subsidiary  having
entered into an agreement to extend the statute of limitations.  The Company has
not entered into any compensatory  agreements with respect to the performance of
services  which  payment  thereunder  would  result in a material  nondeductible
expense  pursuant to Section 280G of the Code or an excise tax to the  recipient
of such  payment  pursuant  to  Section  4999 of the  Code.

     3.17 Environmental Matters.
          ---------------------

          (a) Except as would not be reasonably expected to result, individually
or in the aggregate, in a Material Adverse Effect on Company:

               (i) No  Hazardous  Substance  has been  discharged,  disposed of,
dumped, pumped,  deposited,  spilled,  leaked, emitted or released (or otherwise
exists in the soil or  groundwater)  at, on,  under or from any  property now or
previously  owned,  leased or  operated  by Company  or any of its  Subsidiaries
("Company  Property")  in such  manner  or  quantity  that  exceeds  remediation
criteria or standards  under  Environmental  Law or  otherwise as would  require
remediation (either by the Company or its Subsidiaries,  or for which Company or
Subsidiaries would otherwise be liable) under  Environmental  Laws. With respect
to Company Properties located in Canada,  there are no liabilities for Claims or
for clean-up or related control obligations of the


                                      -27-

<PAGE>

Company or any of its Subsidiaries  arising out of the presence of any Hazardous
Substance  in  excess  of  the  criteria  specified  in the  Contaminated  Sites
Regulations  (British  Columbia)  promulgated  under  the Waste  Management  Act
(British  Columbia).  There  are  no  liabilities  of  Company  or  any  of  its
Subsidiaries  (A) arising out of any  Environmental  Law or any agreement with a
third party and (B)  relating to the presence of  Hazardous  Substances  at, on,
under or about any property other than a Company  Property.  For the purposes of
this Agreement,  "Environmental  Laws" shall mean all applicable and enforceable
international, provincial, federal, state and local laws, legislation, statutes,
regulations,   orders,  directives,   treaties,  codes,  rules,  guidelines  and
ordinances  binding on Company or any of its  Subsidiaries  and  relating to the
environment   or  exposure  to   Hazardous   Substances,   including   the  U.S.
Comprehensive Environmental Response,  Compensation,  and Liability Act of 1980,
the U.S. Resource  Conservation and Recovery Act of 1976, the U.S. Federal Water
Pollution  Control Act, the U.S.  Clean Air Act,  the U.S.  Hazardous  Materials
Transportation  Act,  the  Occupational  Safety  and  Health  Act (to the extent
relating to exposure to Hazardous  Substances),  and similar  applicable foreign
environmental laws.

               (ii) The operations of Company and each of its  Subsidiaries  are
in compliance with the terms of applicable Environmental Laws.

               (iii)   Company   and  its   Subsidiaries   currently   hold  all
environmental  approvals,  certificates,  authorizations,  agreements,  permits,
licenses,  certificates,  clearances  and consents (the  "Company  Environmental
Permits") necessary for the conduct of Company's and its Subsidiaries'  business
and all such  Company  Environmental  Permits  are valid  and in full  force and
effect and Company and its Subsidiaries have complied, in all material respects,
with all terms and conditions of such Company Environmental Permits.

               (iv)  No  order,  investigation,  evaluation,  Claim,  notice  of
violation,  proceeding,  revocation  proceeding,  amendment  procedure,  writ or
injunction  is  pending,  and to  Company's  knowledge,  no action,  proceeding,
revocation  proceeding,   amendment  procedure,  writ  or  injunction  has  been
threatened by any  Governmental  Entity or third party against Company or any of
its  Subsidiaries in a writing  delivered to Company or any of its  Subsidiaries
concerning any Company  Environmental  Permit or alleged violation by Company or
any of its Subsidiaries of any Environmental Law.

               (v) No  individual  has been exposed to any  Hazardous  Substance
existing at or originating  from any Company  Property in a manner that would be
reasonably  likely  to  result  in  liability  to  the  Company  or  any  of its
Subsidiaries.

          (b) All material environmental  studies,  internal reports created for
senior  management  or Company's  board of directors or any  committee  thereof,
assessments,  audits and other environmental analyses that relate to the current
or prior  business  of Company or any of its  Subsidiaries  (in each case in the
possession  or control  of the  Company  or any of its  Subsidiaries)  have been
delivered  or made  available to the Parent or its  authorized  representatives.

     3.18 Intellectual Property.
          ---------------------


                                      -28-

<PAGE>


          (a) Section 3.17(a) of the Company Schedule accurately  identifies all
Company  Registered   Intellectual  Property  and  all  unregistered  trademarks
currently  used by Company or any  Subsidiary,  indicating for each item thereof
the beneficial  owner thereof and, if different,  the record owner thereof,  the
applicable  registration,  issuance or other identifying  number and the date of
registration,  issuance  or filing,  as  applicable.  In the case of any Company
Registered Intellectual Property in which a person other than the Company or any
Subsidiary holds any ownership interest or right, including but not limited to a
right to exploit any Company  Registered  Intellectual  Property  that is in the
form of a  copyright  registration,  Section  3.17(a)  of the  Company  Schedule
identifies such person and accurately describes the extent of such interest.

          (b) Section 3.17(b) of the Company Schedule  accurately (i) identifies
all Company Licensed  Intellectual Property (A) that is incorporated in products
of the Company or any Subsidiary  provided to customers or provided to customers
in connection with products or services of the Company or any Subsidiary; (B) is
"resold" or sublicensed to customers by the Company or any Subsidiary;  (C) that
is used by Company or any Subsidiary as a development tool, excluding Shrinkwrap
Software, or (D) is material to the business of Company or any Subsidiary and is
not covered  under (A),  (B) or (C);  and (ii)  identifies  the license or other
agreement or understanding  pursuant to which such Company Licensed Intellectual
Property is being  licensed  to or used by Company or any  Subsidiary  (each,  a
"License-In  Agreement").  The rights licensed under each  License-In  Agreement
shall be exercisable by Company, Parent or any subsidiary of Parent on and after
the  consummation of the Amalgamation to the same extent and at the same cost as
Company or such  Subsidiary,  as applicable,  prior to the  consummation  of the
Amalgamation  and no party  granting such rights has given formal written notice
to Company or, to Company's knowledge,  threatened, that it intends to terminate
such License-In Agreement prior to the expiration thereof in accordance with its
terms or not  extend or renew or allow  Company or any  Subsidiary  to extend or
renew such  License-In  Agreement.

          (c) Except for the agreements  set forth in Section  3.17(c)(i) of the
Company Schedule,  which subject the Company  Intellectual  Property to security
interests obtained in the ordinary course of business, (i) Company or one of its
Subsidiaries is the exclusive  owner of the entire right,  title and interest in
and to each item of the Company Owned Intellectual  Property,  including without
limitation all Company Registered  Intellectual  Property  identified in Section
3.17(a)  of the  Company  Schedule,  free and clear of any  mortgages,  pledges,
liens,   security  interests,   conditional  and  installment  sale  agreements,
encumbrances,  charges or other Claims of third parties of any kind,  including,
without limitation, any easement, right of way or other encumbrance to title, or
any option,  right of first refusal,  or right of first offer, (ii) each item of
Company Registered  Intellectual Property is subsisting,  valid,  enforceable or
pending, and has not been adjudged invalid or unenforceable in whole or in part,
(iii) to Company's  knowledge,  (A) Company has the right to enforce the Company
Owned  Intellectual  Property against third parties to the extent enforcement is
available  under law, and (B) to the knowledge of the Company,  each item of the
Company  Licensed  Intellectual  Property  that  is in the  form  of  Registered
Intellectual Property is subsisting,  valid, enforceable or pending, and has not
been  adjudged  invalid  or  unenforceable  in  whole  or in  part.  Except  for
applications  listed as "abandoned" in Section 3.17(a) of the Company  Schedule,
neither Company nor any of its  Subsidiaries  has done, or failed to do, any act
or thing which may, after the


                                      -29-

<PAGE>


Effective Time,  prejudice the validity or  enforceability  of any Company Owned
Intellectual  Property.  Except as set forth in Subsection  3.17(c)(iii)  of the
Company Schedule,  to the knowledge of Company,  no actions have been threatened
against Company or any of its Subsidiaries  seeking to restrict Company's or any
such  Subsidiary's  use of the  Company  Intellectual  Property  or  impair  the
validity or enforceability of the Company Intellectual  Property.  Except as set
forth in  Subsection  3.17(c)(iii)  of the Company  Schedule,  no Company  Owned
Intellectual  Property,  and to the  knowledge of Company,  no Company  Licensed
Intellectual  Property,  is  subject  to any  outstanding  consent,  settlement,
decree,  order,  injunction,  judgment  or  ruling  restricting  the use of such
Intellectual  Property or that would  impair the validity or  enforceability  of
such  Intellectual  Property.  Neither  Company nor any of its  Subsidiaries  is
obligated to make any payment to any person in connection with the  manufacture,
use,  sale,   importation,   distribution,   display,   modification   or  other
exploitation of any Company Owned  Intellectual  Property or any of the products
or  services  of  Company  or  any  such  Subsidiary.  Company  or  one  of  its
Subsidiaries,  as applicable,  is free to make, use, modify,  copy,  distribute,
sell,  license,   import,   export  and  otherwise  exploit  all  Company  Owned
Intellectual  Property on an exclusive  basis  subject to any  nonexclusive  (w)
end-user  licenses  granted to customers;  (x)  distribution  rights  granted to
resellers or distributors in the ordinary course of business;  (y) nondisclosure
or  confidentiality  agreements  pursuant  to which any person has been  granted
access to Company Owned Intellectual  Property but not the right to exploit such
Company  Owned  Intellectual  Property;  or  (z)  partner  agreements  based  on
Company's   standard  form  of  partner   agreement.   Company  or  one  of  its
Subsidiaries,  as  applicable,  is  free  to  use,  manufacture,  sell,  import,
distribute,   display   modify  or  otherwise   exploit  the  Company   Licensed
Intellectual  Property,  including  but not  limited to all  development  tools,
library functions, compilers and other third party software that are required to
operate  or modify  the  products  of  Company  or any such  Subsidiary,  in the
ordinary course of its business as presently  conducted  pursuant to and subject
only to the terms of the License-In  Agreements.  No current or former employee,
officer, director, shareholder,  consultant or independent contractor of Company
or any of its  Subsidiaries  has any valid  right,  claim or interest in or with
respect to any Company  Intellectual  Property which would impair or which could
give  rise  to the  impairment  of  the  use,  distribution,  license  or  other
exploitation  of the  Company  Intellectual  Property  by  Company  or any  such
Subsidiary.

          (d) Company Owned  Intellectual  Property set forth in Section 3.17(a)
of the Company Schedule and Company Licensed  Intellectual Property set forth in
Section  3.17(b)  of the  Company  Schedule  includes  all  of the  Intellectual
Property used in the conduct of the business of Company and its  Subsidiaries as
currently  conducted  and as  currently  expected  by Company  to be  conducted,
including,  without  limitation,  in respect of all  products  and  services  of
Company and its Subsidiaries.

          (e)  Company  and  each  of its  Subsidiaries  have  taken  reasonable
measures  and  precautions  necessary  to protect,  preserve  and  maintain  the
confidentiality  and  secrecy  of  all  trade  secrets  and  other  confidential
information used in the business of Company and such  Subsidiaries and otherwise
to maintain and protect the value of all Company  Owned  Intellectual  Property.
Neither  Company nor any of its  Subsidiaries  has  disclosed  or  delivered  or
permitted to be disclosed or delivered to any person,  and no person (other than
employees  or  consultants  of  Company  and its  Subsidiaries  which  need such
information in the course of their  employment)  has access to or has


                                      -30-

<PAGE>


any rights with respect to,  trade  secrets and other  confidential  information
used in the business of Company or any such  Subsidiary,  the source code or any
portion or aspect of the source code used in the business of Company or any such
Subsidiary,  or any proprietary information or algorithm contained in any source
code of any software used in the business of Company or any such Subsidiary that
comprises Company Owned Intellectual  Property,  other than instances where such
trade  secrets,  confidential  information  and source  code has been  disclosed
subject  to an  agreement  with any  person  pursuant  to which  such  person is
required  to  maintain  the  confidentiality   thereof.   Without  limiting  the
generality  of the  foregoing,  except as set forth in  Section  3.17(e)  of the
Company  Schedule,  Company has, and since its initial  incorporation has had, a
policy of requiring  each employee of Company or any such  Subsidiary,  and each
independent contractor,  who is involved in, or who contributes to, the creation
or  development  of any of the  products  of Company or any such  Subsidiary  or
Intellectual Property to execute and deliver an agreement, substantially similar
to the forms of agreement  delivered by Company to Parent,  assigning to Company
full  right,  title and  interest  in and to what they  create or develop in the
scope of their employment or assignment,  as applicable.  Company complies,  and
during the time period referenced above has complied, with such policy. No event
has occurred,  and no  circumstance  or condition  exists,  that with or without
notice or lapse of time will, or would be reasonably  expected to, result in the
disclosure or delivery to any person of source code, or any portion or aspect of
source  code,  currently  maintained  in escrow.

          (f) (i) The use of the Company  Owned  Intellectual  Property  and the
operation of the business of Company and its Subsidiaries as currently conducted
and as currently anticipated to be conducted, does not infringe, misappropriate,
violate,  dilute or constitute the unauthorized use of any Intellectual Property
of any third  party and,  except as set forth in Section  3.17(f) of the Company
Schedule,  neither  Company nor any such  Subsidiary  has received any notice or
claim either oral or written asserting or suggesting that any such infringement,
misappropriation, violation, dilution or unauthorized use is or may be occurring
or has or may have  occurred.  No Action is pending or, to Company's  knowledge,
threatened,  nor is there any  pending  claim or demand,  which  challenges  the
ownership, legality, validity, enforceability, use, exploitation or modification
by  Company  or any of its  Subsidiaries  of  such  Company  Owned  Intellectual
Property.  No  Company  Owned  Intellectual  Property  and to the  knowledge  of
Company,  no  Company  Licensed   Intellectual   Property,  is  subject  to  any
outstanding order, judgment,  decree, or stipulation restricting the use thereof
by  Company  or any of its  Subsidiaries  or,  in the  case of any  Intellectual
Property  licensed to others,  restricting  the sale,  transfer,  assignment  or
licensing thereof by Company or such Subsidiary to any person.

               (ii) To  Company's  knowledge,  the use of the  Company  Licensed
Intellectual  Property does not  infringe,  misappropriate,  violate,  dilute or
constitute the unauthorized use of any Intellectual Property of any third party.

               (iii)  Company  has the right to grant the  licenses it grants in
the course of its  business.

               (iv)  Company  has the right to  conduct  its  business  as it is
currently  conducted.


                                      -31-

<PAGE>


          (g) No  trademark  included  in the  Company  Registered  Intellectual
Property is now involved in any  opposition or  cancellation  proceeding  and no
trademark  that is currently used by Company has been involved in any opposition
or  cancellation  proceeding.  No patent or patent  application  included in the
Company  Registered  Intellectual  Property is now involved in any interference,
reissue or reexamination proceeding.

          (h)  To  the  knowledge  of  Company,   no  person  is  infringing  or
misappropriating  any  Company  Owned  Intellectual  Property  in any respect or
making  any  unlawful  use  of  any  products  of  the  Company  or  any  of its
Subsidiaries.  Neither Company nor any of its  Subsidiaries has initiated and is
maintaining before a court or in an arbitration  proceeding Claims against other
persons for infringement by such persons of Company Owned Intellectual  Property
(including  Claims for past  infringement of Intellectual  Property).  Except as
listed in Section  3.17(h) of the Company  Schedule,  neither Company nor any of
its  Subsidiaries  has,  during the twelve (12) month  period  prior to the date
hereof,  threatened in a writing sent by Company's  legal  department or outside
counsel to initiate such proceeding.

          (i)  No  Company  Owned   Intellectual   Property  and,  to  Company's
knowledge, no Company Licensed Intellectual Property,  incorporated into or used
in conjunction with any product,  system,  program or software module that is or
was  used  in  (or  that  relates  to)  the  assets  of  Company  or  any of its
Subsidiaries,  including but not limited to the products of Company and any such
Subsidiary, contains any "back door," "time bomb," "Trojan horse," "worm," "drop
dead device," "virus" or other software routines or hardware components designed
to permit unauthorized access or to disable or erase software,  hardware or data
or otherwise  adversely  impact the operation of the Company Owned  Intellectual
Property or Company Licensed Intellectual Property or other software programs or
operating  systems  without the consent of the user.  Company has  obtained  all
approvals  necessary for exporting the products of Company and its  Subsidiaries
outside the United States and importing  Company's  products into any country in
which  Company's  products are now sold or licensed for use, and all such export
and import  approvals in the United States and  throughout  the world are valid,
current, outstanding and in full force and effect.

          (j) None of the products of Company or any of its  Subsidiaries is, in
whole or in part,  subject to the  provisions of any open source or other source
code license  agreement  that (i) requires  the  distribution  of source code in
connection with the  distribution  of the licensed  software in object code form
other than a source code escrow agreement entered into in the ordinary course of
business;  (ii) prohibits or limits Company or any such Subsidiary from charging
a fee or receiving consideration in connection with sublicensing or distributing
such licensed  software  (whether in source code or object code form);  or (iii)
allows a  customer  or  requires  that a customer  have the right to  decompile,
disassemble or otherwise  reverse  engineer the software by its terms and not by
operation of law.

          (k) The  consummation  of the  Arrangement  will not  result in Parent
being bound by any  non-compete or other  restrictions  on the operations of any
business  of Parent or the  granting  by Parent of any rights or licenses to any
Company Intellectual Property to a third party (including, without limitation, a
covenant not to sue).


                                      -32-

<PAGE>


          (l) Except as listed in  Subsection  3.17(l) of the Company  Schedule,
each of Company and its  Subsidiaries  has a policy  requiring each employee and
independent  contractor  to  execute a  proprietary  information/confidentiality
agreement  substantially  in the form  provided to Parent and each such employee
and independent contractor, whether currently or formerly employed by Company or
any  such  Subsidiary,  has  signed  a  proprietary  information/confidentiality
agreement.

     3.19 Agreements,  Contracts and Commitments. Except as set forth in Section
3.18 of the Company  Schedule,  neither Company nor any of its Subsidiaries is a
party to or is bound by:

          (a) any agreement or plan,  including,  without limitation,  any stock
option plan,  stock  appreciation  right plan or stock purchase plan, any of the
benefits of which will be increased, or the vesting of benefits of which will be
accelerated,  by the occurrence of any of the transactions  contemplated by this
Agreement or the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement;

          (b)   any   agreement,   contract   or   commitment   (i)   containing
noncompetition  restrictions  or any other covenant  limiting in any respect the
right  of  Company  or any of its  Subsidiaries  or,  upon  consummation  of the
Arrangement,  Parent and its Subsidiaries,  to engage in any line of business or
to compete with any Person, including any geographic limitations,  (ii) granting
any exclusive  distribution  rights, (iii) with any of the Company's twenty (20)
largest  customers  or any other  Person who is not a customer,  granting  "most
favored  customer" pricing to any other Person, or (iv) requiring the Company or
any of its Subsidiaries to implement any plan or policy with respect to employee
hiring practices,  affirmative action policies, employee demographics or similar
requirements (the "Affirmative Action Plans");

          (c) any agreement,  contract or commitment currently in force relating
to the  disposition or acquisition by Company or any of its  Subsidiaries  after
the date of this  Agreement of a material  amount of assets (other than the sale
or purchase of goods or services in the ordinary  course of business or pursuant
to a customer  contract) or pursuant to which Company or any of its Subsidiaries
has any  material  ownership  interest in any  corporation,  partnership,  joint
venture or other business enterprise other than Company's Subsidiaries,  in each
case, with a value exceeding $150,000;

          (d) (i) any  dealer,  distributor,  re-seller,  partner,  value  added
re-seller,  original  equipment  manufacturer,  joint  marketing or  development
agreement  currently in force under which Company or any of its Subsidiaries has
continuing  material  obligations  to jointly  market,  re-sell or purchase  for
re-sale any product,  technology or service with a value  exceeding  $150,000 or
(ii) any material agreement pursuant to which Company or any of its Subsidiaries
have  continuing  material  obligations  to  jointly  develop  any  intellectual
property  that will not be owned,  in whole or in part, by Company or any of its
Subsidiaries,  in each case,  which may not be  canceled  without  penalty  upon
notice of ninety (90) days or less;

          (e) any material mortgages,  indentures,  guarantees,  loans or credit
agreements,  security  agreements or other  material  agreements or  instruments
relating to the borrowing of money or extension of credit;


                                      -33-

<PAGE>


          (f) any  other  agreement,  contract  or  commitment  not  subject  to
Sections 3.18(a), (b), (c), (d) or (e) that has an annual commitment of $150,000
or more by Company or its  Subsidiaries  (other than with respect to the sale or
purchase of goods or services in the ordinary course of business).

     Neither Company nor any of its Subsidiaries, nor to Company's knowledge any
other party to a Company Contract (as defined below), is in breach, violation or
default under,  or has delayed in the performance  required  under,  and neither
Company nor any of its  Subsidiaries  has  received  written  notice that it has
breached,  violated or defaulted  under, any of the material terms or conditions
of, any of the  agreements,  contracts or commitments to which Company or any of
its  Subsidiaries  is a party or by which it is bound  that are  required  to be
disclosed in the Company Schedule (any such agreement, contract or commitment, a
"Company  Contract")  in such a manner as would permit any other party to cancel
or terminate any such Company Contract,  or would permit any other party to seek
material damages or other remedies (for any or all of such breaches,  violations
or defaults, in the aggregate).  During the last 24 months,  neither Company nor
any  Subsidiary  has  received  any written  notices of  termination  or written
threats of  termination  from any of the 15 largest  suppliers or the 15 largest
customers  of Company and its  Subsidiaries,  taken as a whole.  The Company and
each of its  Subsidiaries  has  implemented  all  Affirmative  Action  Plans  in
accordance  with  the  provisions  of each  agreement,  contract  or  commitment
identified  on the  Company  Schedule  pursuant to Section  3.18(b)(iv)  of this
Agreement.

     3.20 Insurance.  Company  maintains  insurance  policies and fidelity bonds
covering the assets, business,  equipment,  properties,  operations,  employees,
officers  and  directors  of Company  and its  Subsidiaries  (collectively,  the
"Insurance Policies") which are of the type and in amounts which it believes are
reasonably  appropriate to conduct its business and are in amounts sufficient to
meet the requirements  under the terms of the Leases and the Company  Contracts.
To  Company's  knowledge,  there is no  material  claim by Company or any of its
Subsidiaries  pending under any of the material  Insurance  Policies as to which
coverage has been  questioned,  denied or disputed by the  underwriters  of such
policies  or  bonds.

     3.21  Product  Warranties.  There  are no  written  product  warranties  or
guarantees  other than those set forth in Company's  customer  contracts,  true,
complete and accurate  copies of which have been  delivered or made available to
Parent.

     3.22 Certain  Business  Practices.  None of Company,  any Subsidiary or, to
Company's knowledge,  any directors or officers,  agents or employees of Company
or any  Subsidiary,  has (i) used any funds for unlawful  contributions,  gifts,
entertainment  or other unlawful  expenses related to political  activity;  (ii)
made any  unlawful  payment to  foreign  or  domestic  government  officials  or
employees or to foreign or domestic  political  parties or campaigns or violated
any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iii)
made any  payment in the  nature of  criminal  bribery.

     3.23 Interested Party Transactions. No director, officer or other affiliate
of Company has or has had,  directly or indirectly,  (i) an economic interest in
any person  that has  furnished  or sold,  or  furnishes  or sells,  services or
products in an  aggregate  amount of more than $60,000 per annum that


                                      -34-

<PAGE>


Company or any  Subsidiary  furnishes or sells,  or proposes to furnish or sell;
(ii) an  economic  interest  in any  person  that  purchases  from or  sells  or
furnishes to, Company or any  Subsidiary,  any goods or services in an aggregate
amount of more than  $60,000  per  annum;  (iii) a  beneficial  interest  in any
Company  Contract in an aggregate amount of more than $60,000 per annum; or (iv)
any material  contractual or other  arrangement  with Company or any Subsidiary;
provided,  however,  that  ownership  of no more  than one  percent  (1%) of the
outstanding voting stock of a publicly traded corporation shall not be deemed an
"economic interest in any person" for purposes of this Section 3.22. Company has
not,  since July 30,  2002,  extended or  maintained  credit,  arranged  for the
extension  of  credit,  or  renewed an  extension  of  credit,  in the form or a
personal loan to any director or officer of Company.

     3.24 Board Approval.  The board of directors of Company has, as of the date
of this Agreement  unanimously (i) approved this Agreement and the  transactions
contemplated hereby, (ii) determined that the transactions  contemplated by this
Agreement are in the best interests of Company and its  shareholders  and are on
terms that are fair to such shareholders, (iii) determined to recommend that the
shareholders  of  Company  vote in  favor of the  Arrangement,  (iv)  defer  the
"Separation  Time" under the Rights Agreement until after the Effective Date and
(v) suspend or terminate the 2002 Employee  Stock  Purchase Plan effective as of
the date hereof.

     3.25 Vote Required.  Subject to any  requirement of the Interim Order,  the
affirmative vote of holders of the outstanding Company Common Shares and holders
of Company Stock Options,  voting  together as a class,  as described in Section
2.2(b) is the only  vote of the  holders  of any  class or  series of  Company's
capital stock or other  securities  necessary to approve this  Agreement and the
transactions contemplated hereby.

     3.26 Company Rights  Agreement.  Company has (A) taken all necessary action
under the Rights  Agreement  to ensure that the  execution  and delivery of this
Agreement and the Voting Agreement, and (B) taken all necessary action under the
Rights   Agreement  to  ensure  that  the   consummation  of  the   transactions
contemplated  hereby  and  thereby,  do not  and  will  not on or  prior  to the
Effective  Date (i) result in the ability of any Person to exercise any "Rights"
(as defined in the Rights Agreement) under the Rights Agreement;  (ii) enable or
require the Rights to separate from the Company  Common Shares to which they are
attached or to be triggered or become  exercisable;  or (iii) enable  Company to
exchange  any  Rights  pursuant  to  Section  3.2 of  the  Rights  Agreement  or
otherwise.  No  "Separation  Time"  (as  such  term  is  defined  in the  Rights
Agreement)  has  occurred or will occur on or prior to the  Effective  Date as a
result of the execution or delivery of this  Agreement or the Voting  Agreement.
True,  correct and complete copies of the Rights  Agreement,  and all amendments
thereto,  have  previously  been  delivered or made  available  to Parent.

     3.27  Brokers.  Except  pursuant to  engagement  letters with each of Bear,
Stearns & Co. Inc.  and RBC Dominion  Securities  Inc., a copy of which has been
provided to Parent,  Company has not  incurred,  nor will it incur,  directly or
indirectly,  any liability for brokerage or finders fees or agent's  commissions
or any similar  charges in  connection  with this  Agreement or any  transaction
contemplated  hereby.


                                      -35-

<PAGE>


     3.28  Opinion of Financial  Advisor.  The board of directors of Company has
received  an  opinion  on the  date  hereof  from  each of  Company's  financial
advisors, Bear, Stearns & Co. Inc. and RBC Dominion Securities Inc., that, as of
the date  hereof,  the  consideration  under  the  Arrangement  is fair,  from a
financial point of view, to the shareholders of Company.  A written copy of such
opinion shall be delivered to Parent as soon as  practicable  following the date
hereof.

                                   ARTICLE IV
              REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES

     The Parent Parties jointly and severally  represent and warrant to Company,
subject  to such  exceptions  as are  specifically  disclosed  in writing in the
disclosure letter supplied by the Parent Parties to Company dated as of the date
hereof (the "Parent  Schedule")  (it being  acknowledged  that  disclosure  with
respect to any one Section of this  Article IV shall be deemed  disclosure  with
respect to any other  Section of this  Article IV if the  applicability  of such
disclosure  to the subject  matter of such  Section is clear on its face without
reference  to  an  independent  document),  as  follows:

     4.1 Organization and  Qualification;  Subsidiaries.  Each of Parent and its
Subsidiaries  is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of the  jurisdiction  of its  incorporation  and has the
requisite corporate power and authority to own, lease and operate its assets and
properties  and to carry on its  business as it is now being  conducted,  except
where the  failure  to do so would not,  individually  or in the  aggregate,  be
reasonably  expected to have a Material Adverse Effect on Parent. Each of Parent
and its  Subsidiaries is in possession of all Approvals  necessary to own, lease
and operate the properties it purports to own,  operate or lease and to carry on
its business as it is now being conducted, except where the failure to have such
Approvals would not, individually or in the aggregate, be reasonably expected to
have a Material Adverse Effect on Parent. Each of Parent and its Subsidiaries is
duly qualified or licensed as a foreign  corporation  to do business,  and is in
good standing, in each jurisdiction where the character of the properties owned,
leased  or  operated  by  it  or  the  nature  of  its  activities   makes  such
qualification  or licensing  necessary,  except for such  failures to be so duly
qualified or licensed and in good standing that would not,  either  individually
or in the aggregate, be reasonably expected to have a Material Adverse Effect on
Parent.

     4.2  Certificate  of  Incorporation  and  Bylaws.   Parent  has  previously
furnished  to  Company  complete  and  correct  copies  of  its  Certificate  of
Incorporation  and Bylaws as  amended  to date  (together  the  "Parent  Charter
Documents").   Such  Parent  Charter  Documents  and  equivalent  organizational
documents of each of its  Subsidiaries  are in full force and effect.  Parent is
not in violation of any of the provisions of the Parent Charter  Documents,  and
no Subsidiary of Parent is in violation of any of its equivalent  organizational
documents.

     4.3 Capitalization.
         --------------

          (a) The authorized capital stock of Parent consists of (i) 250,000,000
Parent Common Shares,  and (ii) 10,000,000  shares of Preferred Stock, par value
$0.0001 per share ("Parent Preferred Stock").  At the close of business on April
8, 2004, (i) 53,879,907  Parent Common Shares were issued and  outstanding,  and
(ii) outstanding options ("Parent Options") to


                                      -36-

<PAGE>


purchase  7,384,907 Parent Common Shares were issued and outstanding.  As of the
date hereof, no shares of Parent Preferred Stock were issued or outstanding. The
authorized capital stock of Exchangeco consists of an unlimited number of common
shares,  one of which, as of the date hereof, is issued and outstanding.  All of
the outstanding  shares of Parent's and  Exchangeco's  respective  capital stock
have  been  duly   authorized   and  validly  issued  and  are  fully  paid  and
nonassessable and not subject to preemptive rights created by any Parent Charter
Document.  All Parent  Common  Shares  subject to  issuance as  aforesaid,  upon
issuance on the terms and conditions  specified in the  instruments  pursuant to
which  they are  issuable,  shall,  and the  Parent  Common  Shares to be issued
pursuant to the Arrangement will be, duly authorized, validly issued, fully paid
and  nonassessable.  All of the outstanding  shares of capital stock (other than
directors'   qualifying  shares)  of  each  of  Parent's  Subsidiaries  is  duly
authorized,  validly issued,  fully paid and  nonassessable  and all such shares
(other  than  directors'  qualifying  shares)  are owned by  Parent  or  another
Subsidiary free and clear of all security  interests,  liens,  Claims,  pledges,
agreements, limitations in Parent's voting rights, charges or other encumbrances
of any nature whatsoever.

          (b) The  Exchangeable  Shares to be issued  at the  Effective  Time in
connection  with the  Arrangement  will be duly and validly issued by Exchangeco
and fully paid and non-assessable.

          (c) The Parent Common Shares to be issued  pursuant to the Arrangement
or upon the exchange from time to time of the  Exchangeable  Shares will, in all
cases, be duly and validly issued by Parent,  fully paid and  non-assessable and
free of preemptive rights,  encumbrances,  charges and liens on their respective
dates of issue.

     4.4 Authority Relative to this Agreement.
         ------------------------------------

          (a) Each of Parent and  Exchangeco has all necessary  corporate  power
and  authority to execute and deliver this  Agreement,  the  Exchangeable  Share
Support  Agreement and the Voting and Exchange Trust  Agreement to which it is a
party and to perform its obligations hereunder and thereunder and, to consummate
the transactions  contemplated hereby and thereby. The execution and delivery of
this  Agreement  by Parent and  Exchangeco  and the  consummation  by Parent and
Exchangeco of the  transactions  contemplated  hereby have been duly and validly
authorized  by  all  necessary  corporate  action  on the  part  of  Parent  and
Exchangeco,  and no  other  corporate  proceedings  on the  part  of  Parent  or
Exchangeco  are  necessary to authorize  this  Agreement  or to  consummate  the
transactions so contemplated.  This Agreement has been duly and validly executed
and  delivered by Parent and  Exchangeco  and,  assuming the due  authorization,
execution and delivery by Company, constitutes a legal and binding obligation of
Parent and Exchangeco,  enforceable  against Parent and Exchangeco in accordance
with its respective  terms,  except that (i) such  enforcement may be subject to
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws, now or hereafter in effect,  affecting  creditors' rights generally,  (ii)
the remedy of specific  performance  and injunctive and other forms of equitable
relief may be subject to equitable  defenses and to the  discretion of the court
before which any  proceeding  may be brought and (iii) the Currency Act (Canada)
precludes a court in Canada from  rendering  judgment in any currency other than
Canadian  currency.


                                      -37-

<PAGE>


(b) The  execution and delivery of the  Exchangeable  Share
Support Agreement and the Voting and Exchange Trust Agreement by Parent,  Callco
and Exchangeco, to the extent it is a party, when executed, and the consummation
by Parent,  Callco and Exchangeco of the transactions  contemplated thereby will
have been duly and validly  authorized by all necessary  corporate action on the
part of Parent, Callco and Exchangeco, and no other corporate proceedings on the
part of  Parent,  Callco  or  Exchangeco  will be  necessary  to  authorize  the
Exchangeable Share Support Agreement and the Voting and Exchange Trust Agreement
or to consummate the transactions  contemplated  thereby. The Exchangeable Share
Support Agreement and the Voting and Exchange Trust Agreement, when executed and
delivered,  shall have been duly and validly  executed and  delivered by Parent,
Callco  and  Exchangeco  and,  assuming  the due  authorization,  execution  and
delivery  of the  counterparties  thereto,  shall  constitute  legal and binding
obligations of Parent, Callco and Exchangeco, enforceable against Parent, Callco
and Exchangeco in accordance with their respective  terms,  except that (i) such
enforcement may be subject to applicable bankruptcy, insolvency, reorganization,
moratorium  or  other  similar  laws,  now or  hereafter  in  effect,  affecting
creditors'  rights  generally,  (ii) the  remedy  of  specific  performance  and
injunctive  and other  forms of  equitable  relief may be  subject to  equitable
defenses and to the  discretion of the court before which any  proceeding may be
brought and (iii) the  Currency  Act  (Canada)  precludes a court in Canada from
rendering  judgment  in  any  currency  other  than  Canadian  currency.

     4.5 No Conflict; Required Filings and Consents.
         ------------------------------------------

          (a) The  execution and delivery of this  Agreement,  and when executed
and  delivered,  the  Exchangeable  Share  Support  Agreement and the Voting and
Exchange Trust Agreement by Parent and Exchangeco do not, and the performance of
this  Agreement,  the  Exchangeable  Share Support  Agreement and the Voting and
Exchange Trust  Agreement by Parent and Exchangeco  shall not, (i) conflict with
or violate the Parent Charter Documents or equivalent  organizational  documents
of Parent or any of Parent's  Subsidiaries,  (ii) subject to compliance with the
requirements  set forth in Section  4.5(b)  below,  conflict with or violate any
law, rule, regulation,  order, judgment or decree applicable to Parent or any of
its  Subsidiaries  or by which it or their  respective  properties  are bound or
affected,  or (iii) result in any breach of or constitute a default (or an event
that with  notice or lapse of time or both  would  become a default)  under,  or
impair  Parent's  or any  such  Subsidiary's  rights  or  alter  the  rights  or
obligations  of any  third  party  under,  or  give  to  others  any  rights  of
termination,  amendment,  acceleration  or  cancellation  of,  or  result in the
creation of a lien or  encumbrance  on any of the properties or assets of Parent
or any of its  Subsidiaries  pursuant to, any  material  note,  bond,  mortgage,
indenture,  contract,  agreement,  lease,  license,  permit,  franchise or other
instrument or obligation to which Parent or any of its  Subsidiaries  is a party
or by which Parent or any of its  Subsidiaries or its or any of their respective
properties  are bound or affected,  except in the case of clauses (ii) or (iii),
to the extent such conflict,  violation,  breach,  default,  impairment or other
effect  would  not  be  reasonably  expected  to  have,  individually  or in the
aggregate,  a Material Adverse Effect on Parent.

          (b) The  execution and delivery of this  Agreement,  and when executed
and  delivered,  the  Exchangeable  Share  Support  Agreement and the Voting and
Exchange Trust Agreement by Parent and Exchangeco do not, and the performance of
this  Agreement,  the  Exchangeable  Share


                                      -38-

<PAGE>


Support  Agreement  and the Voting and  Exchange  Trust  Agreement by Parent and
Exchangeco shall not, require any consent, approval, authorization or permit of,
or  filing  with or  notification  to,  any  Governmental  Entity  to be made or
obtained by Parent or Exchangeco, except pursuant to applicable requirements, if
any, of the Securities Laws, including without limitation, exemption orders from
the  Canadian  Securities  Regulatory  Authorities  from  the  registration  and
prospectus  requirements  with respect to the Arrangement  and the  Exchangeable
Share structure,  and the requirements of the U.S. state securities laws and the
pre-merger notification requirements of foreign Governmental Entities, the rules
and  regulations of Nasdaq,  any approvals  required by the Interim  Order,  the
Final  Order,  filings  with the  Director  under the CBCA,  and the  Regulatory
Approvals relating to Parent.

     4.6 Compliance;  Permits.  Neither Parent nor any of its Subsidiaries is in
conflict  with, or in default or violation of, (i) any Law  (including,  without
limitation,  Environmental Laws), order, judgment or decree applicable to Parent
or any of its Subsidiaries or by which its or any of their respective properties
is bound or affected,  or (ii) any material  note,  bond,  mortgage,  indenture,
contract,  agreement,  lease, license,  permit, franchise or other instrument or
obligation  to which  Parent or any of its  Subsidiaries  is a party or by which
Parent or any of its Subsidiaries or its or any of their  respective  properties
is bound or  affected;  except,  in each case,  for any  conflicts,  defaults or
violations  that  individually  or in the  aggregate,  would  not be  reasonably
expected to have a Material  Adverse  Effect on Parent.  To the knowledge of the
Parent,  as of the date hereof no  investigation  or review by any  Governmental
Entity is pending or  threatened  against  Parent or its  Subsidiaries.

     4.7 SEC Filings; Financial Statements.
         ---------------------------------

          (a)  Parent  has  furnished  or made  available  to  Company  true and
complete  copies of all  forms,  reports,  schedules,  prospectuses,  circulars,
statements and other documents  (together with any amendments  thereto) filed by
it  with  any  of  the  SEC  and  Nasdaq  since   September  28,  2000  and  any
correspondence  related  thereto and, prior to the Effective  Time,  Parent will
have  furnished or made  available  to Company  true and complete  copies of any
additional  documents (or any amendments  thereto) filed with any of the SEC and
Nasdaq by Parent  prior to the  Effective  Time and any  correspondence  related
thereto (such forms, reports, schedules, prospectuses, circulars, statements and
other  documents,   including  any  financial  statements  or  other  documents,
including  any  schedules  included  therein,  are  referred  to as the  "Parent
Documents").  Parent Documents,  at the time filed (and if amended or superseded
by a  filing  prior  to the  date of this  Agreement  then,  on the date of such
filing), (i) did not contain any misrepresentation (as defined in the 1933 Act),
did not at the time they were filed  contain any untrue  statement of a material
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements  therein,  in light of the  circumstances  under
which they were made, not misleading and (ii) complied in all material  respects
with the requirements of applicable  Securities  Laws.  Parent has not filed any
confidential  material  change  report  with  the  SEC or any  other  securities
authority or regulator or any stock exchange or other self-regulatory  authority
which as of the date hereof remains confidential.  None of Parent's Subsidiaries
is  required  to file  any  reports  or other  documents  with any of the SEC or
Nasdaq.


                                      -39-

<PAGE>


          (b) The  annual  audited  consolidated  financial  statements  and the
quarterly unaudited consolidated  financial statements of Parent,  including the
notes thereto,  included in Parent Documents (the "Parent Financial Statements")
complied  as to  form  in  all  material  respects  with  applicable  accounting
requirements  in the U.S.  and with  the  published  rules  and  regulations  of
applicable  Governmental Entities, the SEC and Nasdaq with respect thereto as of
their  respective  dates, and have been prepared in accordance with US GAAP. The
Parent  Financial  Statements  present  fairly,  in all material  respects,  the
consolidated financial position,  results of operations and cash flows of Parent
and its  subsidiaries  at the dates and during  the  periods  indicated  therein
(subject,  in the case of unaudited  statements,  to normal,  recurring year-end
adjustments  and the  absence of notes  thereto)  and  reflect  appropriate  and
adequate  reserves in respect of contingent  liabilities,  if any, of Parent and
its subsidiaries on a consolidated  basis.  There has been no change in Parent's
accounting  policies,  except as  described  in the  notes to  Parent  Financial
Statements.

          (c) The  books and  records  of Parent  and its  Subsidiaries,  in all
material  respects,  (i) have been  maintained in accordance  with good business
practices  on a basis  consistent  with prior  years,  (ii) state in  reasonable
detail the material  transactions  and  dispositions of the assets of Parent and
its  subsidiaries  and (iii)  accurately  and fairly  reflect  the basis for the
Parent  Financial  Statements.  Parent has  devised  and  maintains  a system of
internal accounting  controls  sufficient to provide reasonable  assurances that
(i)  transactions  are  executed  in  accordance  with  management's  general or
specific  authorization;  and (ii) transactions are recorded as necessary (A) to
permit  preparation of consolidated  financial  statements in conformity with US
GAAP  and  (B) to  maintain  accountability  of the  assets  of  Parent  and its
subsidiaries.

          (d) Each Parent Document containing financial statements that has been
filed with or submitted to the SEC since July 31, 2002,  was  accompanied by the
certifications  required to be filed or  submitted by Parent's  chief  executive
officer and chief financial officer pursuant to the  Sarbanes-Oxley  Act; at the
time of filing or submission of each such certification,  such certification was
true and  accurate and complied  with the  Sarbanes-Oxley  Act and the rules and
regulations   promulgated    thereunder;    such   certifications   contain   no
qualifications  or exceptions to the matters certified therein and have not been
modified  or  withdrawn;  and  neither  the Parent nor any of its  officers  has
received  notice from any  Governmental  Entity  questioning or challenging  the
accuracy,  completeness,  form  or  manner  of  filing  or  submission  of  such
certifications.

          (e) To the  knowledge  of Parent,  no employee of Parent or any of its
Subsidiaries  has provided or is providing  information  to any law  enforcement
agency  regarding  the  commission  or possible  commission  of any crime or the
violation or possible violation of any Laws or is or has been the subject of any
investigation,  litigation,  suit or proceeding  with respect to any criminal or
civil  matter.  Neither  Parent nor any  Subsidiary  of Parent nor any  officer,
employee,  contractor,  subcontractor  or agent of Parent or any such Subsidiary
has discharged, demoted, suspended,  threatened, harassed or in any other manner
discriminated  against an employee of Parent or such Subsidiary in the terms and
conditions  of employment  because of any act of such  employee  described in 18
U.S.C. ss. 1514A(a).


                                      -40-

<PAGE>


     4.8 Absence of Certain  Changes or Events.  Since December 31, 2003,  there
has not been (i) any event or circumstance which would be reasonably expected to
have a  Material  Adverse  Effect on  Parent,  (ii) any  split,  combination  or
reclassification of any of Parent's or any material Subsidiaries' capital stock,
or (iii) any material change by Parent in its accounting methods,  principles or
practices,  except as required by  concurrent  changes in US GAAP or  applicable
Law.

     4.9  Absence  of  Litigation.  (a) There is no claim,  action,  proceeding,
litigation,  investigation  or  inquiry  that  has  been  commenced  or,  to the
knowledge of Parent,  threatened  against  Parent or any  Subsidiary  before any
Governmental Entity which, if determined adversely to Parent or such Subsidiary,
would, individually or in the aggregate, be reasonably expected to have either a
Material Adverse Effect on Parent or to prevent or materially delay consummation
of the  Arrangement;  (b) neither  Parent nor any  Subsidiary,  nor any of their
respective assets and properties, is subject to any outstanding judgment, order,
writ,  injunction  or decree that  involves or may involve,  or restricts or may
restrict or requires or may  require,  an  expenditure  of a material  amount of
money as a condition  to or a necessity  for the right or ability of Parent or a
Subsidiary,  as the case may be, to conduct its business in a manner in which it
currently  carries on such  business  that would be  reasonably  expected to (i)
have,  individually or in the aggregate,  a Material Adverse Effect on Parent or
(ii)  prevent or  materially  delay  consummation  of the  Arrangement;  and (c)
neither Parent nor any Subsidiary is subject to any pending or, to the knowledge
of Parent,  threatened  warranty,  negligence,  performance  or other  Claims or
disputes  or  potential  Claims or  disputes  in respect of products or services
currently  being  delivered or  previously  delivered  that would be  reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect on
Parent.

     4.10 Taxes.
          -----

          (a)  All  material  Returns  required  to be  filed  with  any  taxing
authority by or on behalf of Parent or any of its  Subsidiaries  were filed when
due  (including  any  applicable  extension  periods)  in  accordance  with  all
applicable Laws and were correct and complete in all material respects.

          (b) Parent and each of its Subsidiaries  have timely paid, or withheld
and remitted to the  appropriate  taxing  authority,  all material Taxes due and
payable, or required to be withheld, by any of them under any applicable Law.

          (c) The charges,  accruals and reserves for material  amounts of Taxes
with respect to Parent and its  Subsidiaries  reflected on the Parent  Financial
Statements of Parent and its Subsidiaries (whether or not due and whether or not
shown on any Return but excluding  any provision for deferred  income Taxes) are
adequate to cover such Taxes, other than any liability for unpaid Taxes that may
have accrued  since the date of such Parent  Financial  Statements in connection
with the  operation of its business in the ordinary  course or unpaid Taxes that
are not material in amount.

          (d) There is no material claim (including under any indemnification or
Tax-sharing agreement), audit, action, suit, proceeding,  investigation, inquiry
or request for information


                                      -41-

<PAGE>


or cooperation by any  Governmental  Entity or party to a Tax-sharing  agreement
now pending or  threatened  against or in respect of any Tax of Parent or any of
its Subsidiaries.

          (e) To the knowledge of Parent,  the  consummation of the transactions
contemplated  hereby will not in and of themselves for Canadian Tax purposes (i)
cause any Tax to become payable by the Parent or any of its Subsidiaries or (ii)
have any adverse  effect on the  continued  validity  and  effectiveness  of any
material Tax  exemption,  Tax holiday or other Tax reduction  agreement or order
applying to Parent or any of its Subsidiaries.

     4.11 Brokers.  Except pursuant to an engagement letter with Piper Jaffray &
Co.,  Parent has not incurred,  nor will it incur,  directly or indirectly,  any
liability  for brokerage or finders fees or agent's  commissions  or any similar
charges  in  connection  with this  Agreement  or any  transaction  contemplated
hereby.

     4.12 Intellectual Property.
          ---------------------

          (a) Parent or one of its  Subsidiaries  owns and has good title to, or
has license  sufficient for the conduct of its business as currently  conducted,
each material item of Parent  Intellectual  Property used in connection with the
conduct of its  business as  currently  conducted  free and clear of any lien or
encumbrance,  other  than a  Permitted  Encumbrance  and  licenses  and  related
restrictions).

          (b) Parent and each of its Subsidiaries have taken reasonable measures
and precautions necessary to protect,  preserve and maintain the confidentiality
and secrecy of all trade secrets and other confidential  information used in the
business of Parent and such  Subsidiaries  and otherwise to maintain and protect
the value of all Parent Owned Intellectual Property.

          (c) Parent has the right to grant the licenses it grants in the course
of its business.

     Insurance. Parent maintains Insurance Policies which are of the type and in
amounts which it believes are reasonably appropriate to conduct its business. To
Parent's  knowledge,  there  is no  material  claim  by  Parent  or  any  of its
Subsidiaries  pending under any of the material  Insurance  Policies as to which
coverage has been  questioned,  denied or disputed by the  underwriters  of such
policies or bonds.

                                   ARTICLE V
                       CONDUCT PRIOR TO THE EFFECTIVE TIME

     5.1 Conduct of Business by Company. During the period from the date of this
Agreement and continuing  until the earlier of the termination of this Agreement
pursuant  to  its  terms  or  the  Effective  Time,  Company  and  each  of  its
Subsidiaries  shall, except to the extent that Parent shall otherwise consent in
writing or as otherwise  contemplated by this Agreement,  carry on its business,
in the ordinary  course,  consistent with past practice and in compliance in all
material respects with applicable Laws, pay or perform its material  obligations
when due,  and use its  commercially  reasonable  efforts  consistent  with past
practices and policies to (i) preserve intact its


                                      -42-

<PAGE>


present business  organization,  (ii) keep available the services of its present
officers,  employees and consultants and (iii) preserve its  relationships  with
customers, suppliers, distributors,  licensors, licensees, and others with which
it has significant business dealings.

     In  addition,  except as provided  in Section 5.1 of the Company  Schedule,
without the prior written consent of Parent,  during the period from the date of
this  Agreement  and  continuing  until the earlier of the  termination  of this
Agreement  pursuant to its terms or the Effective Time, Company shall not do any
of  the  following  and  shall  not  permit  its  Subsidiaries  to do any of the
following:

          (a) Waive any stock repurchase rights, accelerate, amend or change the
period of  exercisability  of options or restricted  stock,  or reprice  options
granted  under  any  employee,  consultant,  director  or other  stock  plans or
authorize  cash  payments in exchange for any options  granted under any of such
plans,  except that may otherwise be required pursuant to agreements existing on
the date hereof and identified on the Company Schedule;

          (b)  (i)  Hire or make  any  offers  to  hire  any  new  employees  or
consultants,  or (ii) grant any severance or  termination  pay to any officer or
employee  except (A) as required by  applicable  Law, or (B) pursuant to written
agreements  outstanding,  or policies existing, on the date hereof and set forth
on the Company Schedule, or (iii) adopt any new severance plan, or (iv) amend or
modify or alter in any manner  any  severance  plan,  agreement  or  arrangement
existing on the date hereof, in each case without the express written consent of
Parent, which shall not be unreasonably withheld;

          (c)  Declare,  set  aside or pay any  dividends  on or make any  other
distributions (whether in cash, stock, equity securities or property) in respect
of any capital stock or split,  combine or reclassify any capital stock or issue
or authorize  the issuance of any other  securities in respect of, in lieu of or
in substitution for any capital stock;

          (d) Purchase, redeem or otherwise acquire, directly or indirectly, any
shares of capital stock of Company or its  Subsidiaries,  except  repurchases of
unvested  shares at cost in connection  with the  termination  of the employment
relationship with any employee  pursuant to stock option or purchase  agreements
in effect on the date hereof;

          (e) Issue, deliver,  sell, authorize,  pledge or otherwise encumber or
propose any of the foregoing with respect to, any shares of capital stock or any
securities  convertible into shares of capital stock, or subscriptions,  rights,
warrants  or options to acquire  any shares of capital  stock or any  securities
convertible  into shares of capital  stock,  or enter into other  agreements  or
commitments  of  any  character  obligating  it to  issue  any  such  shares  or
convertible  securities,  other  than the  issuance  of  Company  Common  Shares
pursuant to the  exercise of stock  options  outstanding  as of the date of this
Agreement and the issuance of Company  Common Shares  pursuant to Company's 2002
Stock Purchase Plan;

          (f)  Cause,  permit or  propose  any  amendments  to  Company  Charter
Documents (or similar governing instruments of any of its Subsidiaries),  except
as may otherwise be contemplated by this Agreement;


                                      -43-

<PAGE>


          (g) Reorganize, amalgamate or merge Company or any Subsidiary with any
other Person (other than pursuant to this Agreement);

          (h) Acquire or agree to acquire by merging, amalgamating, reorganizing
or  consolidating  with, or by purchasing any equity interest in or a portion of
the  assets  of,  or by any  other  manner,  any  business  or any  corporation,
partnership,  association or other business organization or division thereof, or
agree to enter into any joint ventures, strategic partnerships or alliances;

          (i) (i) Sell,  lease,  license,  encumber or otherwise  dispose of any
properties  or assets  (other  than the sale or purchase of goods or services in
the ordinary course of business consistent with past practices),  except for the
sale, lease or disposition (other than through the non-exclusive  license of the
Company's  products to customers in the ordinary  course of business  consistent
with past practices) of property or assets which are not material,  individually
or in the aggregate, to the business of Company and its Subsidiaries; (ii) sell,
license,  transfer,  encumber or otherwise dispose of any Intellectual  Property
other than sales of its products in object code format only and without a source
code  escrow and other  non-exclusive  licenses  in object  code format only and
without  a source  code  escrow  that are in the  ordinary  course  of  business
consistent  with past practice;  or (iii) grant "most favored nation" pricing to
any Person;

          (j) Make any loan,  advance or capital  contribution to, or investment
in, any other Person,  or purchase any equity interest in, or any securities of,
any  Person,  other  than (i) by  Company  or any of its  Subsidiaries  to or in
Company or any of its  Subsidiaries  or (ii) with respect to Persons  other than
officers and directors of Company, in the ordinary course of business consistent
with past practice;

          (k) Incur any  indebtedness  for borrowed  money or guarantee any such
indebtedness  of another  person,  issue or sell any debt securities or options,
warrants, calls or other rights to acquire any debt securities of Company, enter
into any "keep well" or other  agreement  to maintain  any  financial  statement
condition or enter into any arrangement having the economic effect of any of the
foregoing,  in each case without the express  written  consent of Parent,  which
consent shall not be unreasonably withheld;

          (l) Except as  required by Law or the terms of any  existing  Employee
Plan or other agreement,  adopt,  amend or enter into any employee benefit plan,
policy or  arrangement,  any employee  stock  purchase or employee  stock option
plan, or enter into any  Employment  Contract or Collective  Agreement,  pay any
special  bonus or special  remuneration  to any director,  officer,  employee or
consultant,  or materially  increase the salaries or compensation  wage rates or
fringe   benefits   (including   rights  to   severance,   termination   pay  or
indemnification)  of its directors,  officers,  employees or consultants or make
any loan or provide any other financial assistance to such persons;

          (m) (i) Pay, discharge,  settle or satisfy any Claims,  liabilities or
obligations   (absolute,   accrued,   asserted  or  unasserted,   contingent  or
otherwise),  or litigation  (whether or not commenced  prior to the date of this
Agreement) other than the payment, discharge, settlement or satisfaction, in the
ordinary course of business  consistent with past practice or in accordance with
their terms, or


                                      -44-

<PAGE>


liabilities  recognized or disclosed in the most recent  consolidated  financial
statements  (or the notes thereto) of Company  included in Company  Documents or
incurred since the date of such financial  statements in the ordinary  course of
business consistent with past practice,  or (ii) waive the benefits of, agree to
modify in any manner, terminate,  release any person from or fail to enforce any
material  confidentiality  or similar  agreement to which  Company or any of its
Subsidiaries  is a party or of which  Company  or any of its  Subsidiaries  is a
beneficiary;

          (n) Modify,  amend or terminate any material  contract or agreement to
which  Company or any  Subsidiary  is a party or waive,  delay the  exercise of,
release or assign any material rights or Claims thereunder, in each case without
the express written  consent of Parent,  which consent shall not be unreasonably
withheld;

          (o) Except as required by Canadian GAAP or US GAAP, revalue any of its
assets or make any change in accounting methods, principles or practices;

          (p)  Commence or settle any  material  litigation,  or any  litigation
related to the transactions contemplated hereby;

          (q) Make any tax election or any tax accounting  method change that is
reasonably  likely to adversely affect in any material respect the Tax liability
or Tax  attributes of Company or any of its  Subsidiaries,  settle or compromise
any  material  Tax  liability,  or  consent  to any  extension  or waiver of any
limitation period with respect to Taxes;

          (r) Except for expenses  incurred in  contemplation  or furtherance of
this  Agreement and  identified on the letter  delivered to Parent by Company on
the date hereof, enter into any contract,  agreement or obligation which may not
be canceled  without  penalty by Company or its  Subsidiaries  upon notice of 30
days or less or which provide for payments by or to Company or its  Subsidiaries
in an amount in excess of $100,000  individually  or $250,000 in the  aggregate,
over the term of such contracts,  agreements or obligations,  except as incurred
in the ordinary course of business or pursuant to customer contracts;

          (s)  Fail to make in a  timely  manner  any  filings  with (i) the SEC
required under the 1933 Act or 1934 Act or the rules and regulations promulgated
thereunder,  (ii) the Canadian Securities Regulatory Authorities,  (iii) the TSX
or (iv) Nasdaq; or

          (t) Agree in writing or otherwise to take any of the actions described
in Section 5.1 (a) through (s) above.

     5.2 Conduct of Business of Parent
         -----------------------------

     During the period form the date of this Agreement and continuing  until the
earlier  of the  termination  of this  Agreement  pursuant  to its  terms of the
Effective Time, Parent and each of its Subsidiaries  shall, except to the extent
that Company shall otherwise consent in writing,  carry on its business,  in the
ordinary course, consistent with past practice and in compliance in all material
respects with applicable Laws, pay or perform its material obligations when due,
and use its


                                      -45-

<PAGE>


commercially  reasonable  efforts consistent with past practices and policies to
(i) preserve intact its present business  organization,  (ii) keep available the
services of its present  officers,  employees and consultants and (iii) preserve
its relationships with customers, suppliers, distributors, licensors, licensees,
and others with which it has significant business dealings.

     In  addition,  without the prior  written  consent of  Company,  during the
period from the date of this Agreement and  continuing  until the earlier of the
termination  of this  Agreement  pursuant  to its terms or the  Effective  Time,
Parent shall not to any of the following  and shall not permit its  Subsidiaries
to do any of the following:

          (a)  Declare,  set  aside or pay any  dividends  on or make any  other
distributions (whether in cash, stock, equity securities or property) in respect
of any capital stock or split,  combine or reclassify any capital stock or issue
or authorize  the issuance of any other  securities in respect of, in lieu of or
in substitution for any capital stock;

          (b) Except as required  by US GAAP,  revalue any of its assets or make
any change in accounting methods, principles or practices;

          (c)  Fail to make in a  timely  manner  any  filings  with (i) the SEC
required under the 1933 Act or 1934 Act or the rules and regulations promulgated
thereunder, or (ii) Nasdaq; or

          (d) Agree in writing or otherwise to take any of the actions described
in Section 5.2(a) through (c) above.

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

     6.1 Confidentiality; Access to Information.
         --------------------------------------

          (a)  Confidentiality.  The parties acknowledge that Company and Parent
have previously executed a Mutual Non-Disclosure Agreement, dated as of June 17,
2002 (the "Confidentiality  Agreement"),  which  Confidentiality  Agreement will
continue in full force and effect in accordance with its terms.

          (b) Access to  Information.  Company  will (and will cause each of its
Subsidiaries  to)  afford  Parent  and  its   accountants,   counsel  and  other
representatives   reasonable   access  during  normal   business  hours  to  its
properties,  books, records,  contracts and personnel during the period prior to
the Effective Time to obtain all information concerning its business,  including
the status of product development efforts, properties, results of operations and
personnel,  as may be reasonably  requested,  including access to the properties
and personnel for the purpose of conducting an environmental audit or assessment
that may  include  the need to obtain  samples or conduct  intrusive  testing in
instances  where Parent  reasonably  believes such work is necessary to identify
the  presence or absence of Hazardous  Material;  provided,  however,  that such
intrusive testing shall be subject to the


                                      -46-

<PAGE>


consent of the Company  (which consent shall not be  unreasonably  withheld) and
shall be subject to such conditions as the Company shall reasonably impose (such
as requiring the presence of a Company  representative  for all such activities,
the  provision  of  split  samples  to  the  Company  and  the  minimization  of
interference with any ongoing  operations at a Company  Property).  Company will
provide,  and will  cause  its  Subsidiaries  and will use its  reasonable  best
efforts to cause its and their  respective  officers,  employees,  advisers  and
representatives  to provide Parent reasonable access to the employees of Company
and  its  Subsidiaries  for  purposes  of  discussing   continuing   employments
arrangement  following  the  Effective  Time.  Further,  Parent  will  have  the
authority,  cooperation and consent of Company and its  Subsidiaries to contact,
on  a  no-names   basis,   Governmental   Entities  having   jurisdiction   over
environmental  matters in order to discuss issues known to such  regulators that
relate to the  properties.  In addition,  Company  shall  permit  Parent and its
accountants,  counsel and other representatives to meet with the Chief Financial
Officer and other employees or  representatives  of Company and its Subsidiaries
responsible for the Financial  Statements,  the internal controls of Company and
each  Subsidiary and the disclosure  controls and procedures of Company and each
Subsidiary  to discuss such matters as Parent may deem  reasonably  necessary or
appropriate for Parent to satisfy its obligations  under Sections 302 and 906 of
the  Sarbanes-Oxley  Act and any  rules and  regulations  relating  thereto.  No
information  or knowledge  obtained by Parent in any  investigation  pursuant to
this  Section  6.1 will  affect or be deemed to  modify  any  representation  or
warranty contained herein or the conditions to the obligations of the parties to
consummate the Arrangement.  Parent will hold any information  obtained pursuant
to this Section 6.1(b) in confidence in accordance  with, and otherwise  subject
to, the provisions of the Confidentiality Agreement.

          (c) Change in Tax Law.  If a change in tax law is enacted  and becomes
effective on a date which is on or prior to the Effective Time pursuant to which
beneficial  owners of Company  Common Shares who are Canadian  residents and who
hold  their  shares  as  capital  property  for  purposes  of the ITA  (and  any
applicable equivalent provincial  legislation) may exchange their Company Common
Shares for Parent Common Shares on a tax-deferred  basis for purposes of the ITA
and any  applicable  equivalent  provincial  legislation  and such  federal  and
provincial  legislation  does not require such  shareholders  to enter into gain
recognition  agreements  or contain other  provisions  which are adverse to such
shareholders,  then,  at the option of Parent,  no  Exchangeable  Shares will be
issued and the Plan of Arrangement will be amended accordingly.

     6.2 No Solicitation.
         ---------------

          (a) From the date hereof until the Effective Time or, if earlier,  the
termination of this Agreement,  Company shall  immediately cease and cause to be
terminated  any  existing  discussions  with  any  Person  that  relate  to  any
Acquisition  Proposal,  and Company  shall not, nor shall it permit or authorize
its Subsidiaries,  or any of their respective officers,  directors or employees,
or any investment banker,  attorney or other advisor or representative  retained
by any of them to, directly or indirectly: (i) solicit,  initiate,  encourage or
otherwise  knowingly  facilitate  any  Acquisition  Proposal or any inquiries or
proposals relating thereto;  or (ii) engage in discussions or negotiations with,
or disclose any non-public  information  relating to Company or its Subsidiaries
or  afford  access  to the  properties,  books  or  records  of  Company  or its
Subsidiaries to, any Person (other than Parent or any


                                      -47-

<PAGE>


designees of Parent)  concerning or in connection with an Acquisition  Proposal;
provided,  however,  that in each case, if (A) after the date of this  Agreement
and prior to the date of any  securityholder  approval  of the  Arrangement,  an
unsolicited,  bona fide written  Acquisition  Proposal is made to Company and is
not  withdrawn;  (B) Company's  Board of Directors  reasonably  believes in good
faith,   after  consultation  with  Company's   financial  advisor,   that  such
Acquisition  Proposal  constitutes  (if  consummated  as  proposed)  a  Superior
Proposal;  (C) Company's Board of Directors  reasonably  believes in good faith,
after  consultation  with Company's  outside legal counsel,  that the failure to
engage in such negotiations or discussions, to provide such information would be
inconsistent  with the duties of the Board of  Directors  of Company  set out in
section 122 of the CBCA; (D) prior to furnishing any such nonpublic  information
to, entering into discussions or negotiations with, any Person, Company receives
from such Person an executed  confidentiality  agreement (including "standstill"
provisions) no less favorable to Company than the Confidentiality Agreement; and
(E) at the time of or prior to furnishing any such nonpublic information to such
Person,  Company  furnishes such nonpublic  information to Parent (to the extent
such  nonpublic  information  has not been  previously  furnished  by Company to
Parent),  then Company may (1) furnish  information  with respect to Company and
its   Subsidiaries  to  such  Person,   (2)  participate  with  such  Person  in
negotiations  regarding such Acquisition Proposal, or (3) enter into discussions
or negotiations  with, such Person.

          (b) Neither  Company's  Board of Directors nor any  committee  thereof
shall (i)  withhold,  withdraw  or modify,  or  propose  publicly  to  withhold,
withdraw or modify, in a manner adverse to Parent, the approval,  recommendation
or  declaration  of  advisability  by  Company's  Board of Directors or any such
committee  of the  Arrangement  or this  Agreement,  (ii)  recommend,  adopt  or
approve,  or propose  publicly to recommend,  adopt or approve,  any Acquisition
Proposal or Superior Proposal or (iii) approve or recommend, or propose publicly
to approve or recommend,  or allow Company or any of its Subsidiaries to execute
or enter into, any letter of intent,  memorandum of understanding,  agreement in
principle,  merger  agreement,  acquisition  agreement,  combination  agreement,
option  agreement,  joint  venture  agreement,  partnership  agreement  or other
similar agreement (each an "Acquisition  Agreement")  constituting or related to
any  Acquisition  Proposal or Superior  Proposal  (any action  described  in the
foregoing clauses (i), (ii) or (iii) of this Section 6.2(b) being referred to as
a "Company Adverse Recommendation  Change").  Notwithstanding the foregoing,  at
any time prior to the approval of the  Arrangement at the Company  Meeting by at
least 66 2/3% of the  holders  of  Company  Common  Shares,  Company's  Board of
Directors may make a Company Adverse  Recommendation Change, if, prior to taking
such action,  Company's Board of Directors  received advice of Company's outside
legal  counsel that such action is required in order to  discharge  properly the
fiduciary  duties of Company's Board of Directors;  provided,  however,  that no
Company  Adverse  Recommendation  Change may be made in  response  to a Superior
Proposal,  until after 72 hours following  Parent's receipt of written notice (a
"Notice of Adverse  Recommendation") from Company advising Parent that Company's
Board of Directors intends to make such a Company Adverse  Recommendation Change
and  specifying  the terms and  conditions of such  Superior  Proposal (it being
understood  and agreed that any  amendment to the  financial  terms or any other
material  term of such Superior  Proposal  shall require a new Notice of Adverse
Recommendation  and a new 72 hour  period).  Following  receipt  of a Notice  of
Adverse  Recommendation,  Parent  shall  have  the  opportunity  to  present  to
Company's Board of Directors


                                      -48-

<PAGE>


revised terms for the  consummation of the  Arrangement,  including any proposed
amendments or  modifications to this Agreement in respect of such revised terms.
The Company  Board of  Directors  shall  consider in good faith any such revised
terms and amendments and modifications submitted to it by Parent. In determining
whether  to make a  Company  Adverse  Recommendation  Change  in  response  to a
Superior Proposal, Company's Board of Directors shall take into account Parent's
revised terms and any proposed  changes to the terms of this Agreement  proposed
by Parent in response to a Notice of Adverse Recommendation or otherwise. Before
making any Company Adverse Recommendation  Change,  Company's Board of Directors
shall  consider  whether  the  revised  terms  offered by Parent are  reasonably
equivalent  or  superior  from the  financial  point of view of Company  and its
shareholders  to the  terms of the  Superior  Proposal  and,  if such  terms are
determined  by a vote of a  majority  of  Company's  Board  of  Directors  to be
reasonably  equivalent or superior  from the financial  point of view of Company
and its shareholders to the terms of the Superior  Proposal,  Company's Board of
Directors  shall  accept  at a  meeting  duly  called  and  held,  duly  adopted
resolutions (x) approving and declaring  advisable the terms of any such revised
proposal  by  Parent  and  any  definitive   agreement  proposed  in  connection
therewith,  (y)  directing  that the  adoption of the terms of any such  revised
proposal by Parent and any definitive agreement proposed in connection therewith
be  submitted  to a vote at a meeting of the  shareholders  of  Company  and (z)
recommending that the shareholders of Company approve and adopt the terms of any
such  revised  proposal  by Parent  and any  definitive  agreement  proposed  in
connection  therewith.  If  Company  has  elected  to  make  a  Company  Adverse
Recommendation  Change  following  receipt of a Superior  Proposal and complying
with the procedures set forth in this Section 6.2(b) and after  determining by a
vote of the full Company Board of Directors  that any revised terms and proposed
changes of Parent are not  reasonably  equivalent or superior from the financial
point of view of Company and its shareholders to terms of the Superior Proposal,
Company  shall  terminate  this  agreement by delivering to Parent (i) a written
notice of termination of this Agreement pursuant to this Section 6.2(b),  (ii) a
wire transfer of immediately  available  funds in the amount of the  Termination
Fee and (iii) a written  acknowledgement  that  Company and  Company's  Board of
Directors have complied with all of their covenants and obligations  pursuant to
this Section  6.2(b) and that Company is obligated to pay the  Termination  Fee.

          (c) In addition to the  obligations of Company set forth in paragraphs
(a) and (b) of this Section 6.2, Company shall promptly, and in any event within
twenty-four  (24) hours,  advise  Parent  orally and in writing of any bona fide
Acquisition Proposal or Superior Proposal or any inquiry with respect to or that
could  reasonably  be expected to lead to any  Acquisition  Proposal or Superior
Proposal and the material terms and conditions of any such Acquisition  Proposal
or Superior Proposal (including any changes thereto).  Company shall keep Parent
informed of any material change to the terms of any such Acquisition Proposal or
Superior Proposal.

          (d)  Company  shall not  release or permit  the  release of any Person
from, or waive or permit the waiver of any  provision  of, any  confidentiality,
"standstill" or similar  agreement (other than as required pursuant to the terms
thereof  as in effect on the date  hereof)  under  which  Company  or any of its
Subsidiaries  has any rights,  or fail to use reasonable best efforts to enforce
or cause to be enforced  each such  agreement at the request of Parent.  Company
shall use its reasonable best efforts to ensure that its Subsidiaries and any of
their  respective  officers,  directors or employees or


                                      -49-

<PAGE>


any investment banker,  attorney or other advisor or representative  retained by
any of them are  aware of the  provisions  of this  Section  6.2,  and  shall be
responsible  for any breach of this Section 6.2 by it and its  Subsidiaries  and
any of their  respective  officers,  directors or  employees  or any  investment
banker, attorney or other advisor or representative retained by any of them.

          (e) Nothing  contained in this  Agreement  shall  prohibit  Company or
Company's   Board  of  Directors   from  taking  and   disclosing  to  Company's
shareholders  a position with respect to a tender or exchange offer or take-over
bid by a third party pursuant to Rules 14d-9 and 14e-2(a)  promulgated under the
1934  Act  or  Section  99  under  the  Securities  Act  (Ontario).

     6.3 Public Disclosure. Parent and Company will consult with each other, and
to the extent practicable,  agree, before issuing any press release or otherwise
making any public statement with respect to the  Arrangement,  this Agreement or
an  Acquisition  Proposal and will not issue any such press  release or make any
such public statement prior to such  consultation,  except as may be required by
law or any listing agreement with a national  securities  exchange.  The parties
have agreed to the text of the joint  press  release  announcing  the signing of
this Agreement.

     6.4 Reasonable Best Efforts; Notification.
         -------------------------------------

          (a) Upon the terms and  subject  to the  conditions  set forth in this
Agreement,  each of the parties  agrees to use its  reasonable  best  efforts to
take, or cause to be taken, all actions,  and to do, or cause to be done, and to
assist and  cooperate  with the other  parties in doing,  all things  necessary,
proper or advisable to consummate and make  effective,  in the most  expeditious
manner practicable,  the Arrangement and the other transactions  contemplated by
this Agreement.

          (b) Company shall,  and shall cause its  Subsidiaries  to, perform all
obligations  required  or  desirable  to be  performed  by Company or any of its
Subsidiaries   under  this  Agreement,   cooperate  with  Parent  in  connection
therewith,  and do all  such  other  acts  and  things  as may be  necessary  or
desirable  in order to  consummate  and make  effective,  as soon as  reasonably
practicable,  the  transactions  contemplated  in this  Agreement  and,  without
limiting the  generality of the foregoing,  Company shall and where  appropriate
shall cause its Subsidiaries to:

               (i) use its  reasonable  best  efforts  to obtain  the  requisite
approvals of Company  Shareholders and the holders of Company Stock Options with
respect to the  Arrangement  and, if required,  the waiver of the application of
Section 3.1 of the Rights  Agreement to the  transactions  contemplated  by this
Agreement,  all in  accordance  with the terms of  Section  5.1(e) of the Rights
Agreement;

               (ii) advise Parent as reasonably  requested,  as to the aggregate
tally of the  proxies and votes  received in respect of the Company  Meeting and
all matters to be considered at such meeting;

               (iii) apply for and use its reasonable best efforts to obtain all
Regulatory  Approvals  relating  to Company or any of its  Subsidiaries  and, in
doing so, to keep Parent informed as to the status of the proceedings related to
obtaining the Regulatory  Approvals,  including,  but not


                                      -50-

<PAGE>


limited  to,  providing  Parent  with  copies of all  related  applications  and
notifications,  in draft  form,  in order for Parent to provide  its  reasonable
comments and providing Parent with copies of all material correspondence;

               (iv) use its  reasonable  best  efforts to effect  all  necessary
registrations,  filings and submissions of information  required by Governmental
Entities from Company or any of its Subsidiaries relating to the Arrangement;

               (v) use its  reasonable  best  efforts  to obtain  all  necessary
waivers,  consents  and  approvals  required  to be  obtained  by  Company  or a
Subsidiary in connection with the Arrangement from other parties to any material
loan agreements, leases or other material contracts;

               (vi) carry out the terms of the Interim Order and the Final Order
applicable to it and use its reasonable best efforts to comply promptly with all
requirements  which  applicable  Laws may impose on Company or its  Subsidiaries
with respect to the transactions contemplated by this Agreement;

               (vii) provide Parent with a copy of any purported exercise of the
Dissent  Rights  and  written   communications  with  such  Company  Shareholder
purportedly  exercising  the Dissent  Rights;  and not settle or compromise  any
claim  brought  by  any  present,  former  or  purported  holder  of  any of its
securities in connection with the Arrangement; and

               (viii) promptly  advise Parent orally and, if then requested,  in
writing:

                    (A) of any event  occurring  subsequent  to the date of this
Agreement that would render any  representation or warranty of Company contained
in this  Agreement  (except any such  representation  or warranty  which  speaks
solely as of a date prior to the occurrence of such event),  if made on or as of
the date of such  event or the  Effective  Time,  untrue  or  inaccurate  in any
material respect;

                    (B) of any event or  circumstance  which would be reasonably
expected to have a Material Adverse Effect on Company; and

                    (C) of any  material  breach by Company of any  covenant  or
agreement contained in this Agreement;

               (ix)  reasonably  cooperate and assist Parent in connection  with
Parent's efforts  following the date of this Agreement to discuss and enter into
continuing employment arrangements with those Company employees and employees of
its Subsidiaries designated by Parent; and

               (x) use  its  reasonable  best  efforts  to  cause  those  of its
executive  officers who did not execute the Voting Agreement  concurrently  with
the  execution  of this  Agreement  to execute the Voting  Agreement  as soon as
practicable following the date of this Agreement.


                                      -51-

<PAGE>


          (c) Parent Parties shall perform all obligations required or desirable
to be  performed  by them under this  Agreement,  to  cooperate  with Company in
connection  therewith,  and to do all  such  other  acts  and  things  as may be
necessary or desirable in order to  consummate  and make  effective,  as soon as
reasonably  practicable,  the  transactions  contemplated by this Agreement and,
without limiting the generality of the foregoing:

               (i) to apply for and use its  reasonable  best  efforts to obtain
all  Regulatory  Approvals  relating to Parent and, in doing so, to keep Company
informed as to the status of the proceedings related to obtaining the Regulatory
Approvals,  including,  but not limited to, providing Company with copies of all
related  applications and notifications,  in draft form, in order for Company to
provide  its  reasonable  comments  and  providing  Company  with  copies of all
material correspondence;

               (ii) use its  reasonable  best  efforts to effect  all  necessary
registrations,  filings and submissions of information  required by Governmental
Entities from Parent or its Subsidiaries relating to the Arrangement;

               (iii) to carry out the terms of the Interim Order and Final Order
applicable to it and use its reasonable best efforts to comply promptly with all
requirements which applicable Laws may impose on Parent or its Subsidiaries with
respect to the transactions contemplated by this Agreement; and

               (iv) to promptly advise Company orally and, if then requested, in
writing:

                    (A) of any event  occurring  subsequent  to the date of this
Agreement that would render any  representation  or warranty of Parent contained
in this  Agreement  (except any such  representation  or warranty  which  speaks
solely as of a date prior to the occurrence of such event),  if made on or as of
the date of such  event or the  Effective  Time,  untrue  or  inaccurate  in any
material respect;

                    (B) of any event or  circumstance  which would be reasonably
expected to have a Material Adverse Effect on Parent; and

                    (C) of any material breach by Parent Parties of any covenant
or agreement  contained in this  Agreement.

          (d)  Parent  shall use its  reasonable  best  efforts to (i) cause the
Exchangeable Shares to be listed on the TSX, such listings to be effective prior
to or at the  Effective  Time,  and to maintain the listing of the  Exchangeable
Shares,  if  permitted  under  the  rules of the TSX,  for so long as there  are
Exchangeable  Shares outstanding  (other than those Exchangeable  Shares held by
Parent or any of its  affiliates),  and (ii) cause the  listing on Nasdaq of the
Parent Common  Shares to be issued at the  Effective  Time and from time to time
upon exchange of the Exchangeable Shares.

          (e) Parent Parties shall not take any action not  contemplated by this
Agreement and the terms of the Arrangement which would reasonably be expected to
prevent the exchange of the


                                      -52-

<PAGE>


Company Common Shares by holders of the Company Common Shares resident in Canada
for purposes of the ITA from being  treated as a  tax-deferred  transaction  for
holders  who  are  otherwise  eligible  for  such  treatment.

          (f) As soon as practicable  following the execution of this Agreement,
Company shall  facilitate and cooperate with Parent and its  representatives  in
setting up  telephone  calls and  meetings  with those  customers  of Company as
reasonably  requested by Parent.

          (g) Company shall cause the "Termination Fee", as defined in the Lease
dated  May 14,  1999  between  Company  and  National  Office  Partners  Limited
Partnership,  successor to California Public Employee's Retirement System, to be
paid in full in  accordance  with the terms of such  lease on or before  May 31,
2004.

          (h) Company  agrees to provide,  and will cause its  Subsidiaries  and
will use its reasonable best efforts to cause its and their respective officers,
employees, advisers and representatives to provide, all necessary cooperation in
connection  with  taking  the  actions  set  forth on  Schedule  6.4(h)  to this
Agreement and any other actions  beneficial to Parent as may be mutually  agreed
between  Parent and  Company,  in each case at such time prior to the  Effective
Time as may be requested by the Parent Parties.

     6.5  Indemnification.  From and after the  Effective  Time,  to the fullest
extent permitted under applicable Laws and the  Sarbanes-Oxley  Act, Parent will
cause  Company  to  fulfill  its  obligations  pursuant  to any  indemnification
agreements  between Company and its directors and officers in effect immediately
prior to the Effective Time (the "Indemnified  Parties") and any indemnification
provisions under Company Charter Documents as in effect on the date hereof.  The
Articles of  Incorporation  and Bylaws of Company will contain  provisions  with
respect to exculpation and indemnification that are at least as favorable to the
Indemnified Parties as those contained in Company Charter Documents as in effect
on the date hereof, which provisions will not be amended,  repealed or otherwise
modified  for a period of six (6) years  from the  Effective  Time in any manner
that would adversely  affect the rights  thereunder of individuals who, prior to
the  Effective  Time,  were  directors  or  officers  of  Company,  unless  such
modification  is required by law. For a period of six years after the  Effective
Time, Parent will cause Company to maintain in effect, if available,  directors'
and  officers'  liability  insurance  covering  those  persons who are currently
covered by Company's  directors' and officers'  liability  insurance policy with
respect to Claims  arising  from facts or events that  occurred on or before the
Effective Time on terms equivalent to those applicable to the current  directors
and  officers of  Company;  provided,  however,  that in no event will Parent or
Company be required to expend in excess of $1,438,250 to acquire a six-year tail
insurance policy at the time of Closing to satisfy this requirement.

     6.6 Company  Affiliate  Agreement.  Set forth in Section 6.6 of the Company
Schedule  is a list of those  persons  who may be  deemed  to be,  in  Company's
reasonable  judgment,  affiliates  of  Company  within  the  meaning of Rule 145
promulgated  under the 1933 Act (each,  a  "Company  Affiliate").  Company  will
provide Parent with such information and documents as Parent reasonably requests
for purposes of  reviewing  such list.  Company  shall use its  reasonable  best
efforts to cause


                                      -53-

<PAGE>


each Company Affiliate to enter into an Affiliate Agreement in substantially the
form attached hereto as Exhibit F as promptly as practicable  following the date
hereof.

     6.7  Regulatory  Filings;  Reasonable  Best  Efforts.  As  soon  as  may be
reasonably  practicable following the date hereof, Company and Parent each shall
file merger  notification  forms required by the merger  notification or control
laws and  regulations of any  applicable  jurisdiction  which Parent  reasonably
determines to be necessary or advisable.  Company and Parent each shall promptly
(a) supply  the other with any  information  which may be  required  in order to
effectuate  such  filings  and  (b)  supply  any  additional  information  which
reasonably may be required by the  competition or merger control  authorities of
any applicable  jurisdiction.  Each of Parent and Company shall promptly  inform
the other party of any  material  communication  received by such party from any
Person in  connection  with such  filings,  and  shall use its  reasonable  best
efforts to give the other party the  opportunity  to participate in any meetings
or  conferences  with such  Governmental  Entity.

     6.8 Company Stock  Transfer  Agreement.  Company  hereby  acknowledges  the
restrictions  on  transfer  of the Shares (as  defined in the Voting  Agreement)
contained in Section 3.1 of the Voting Agreement. Company agrees not to register
the transfer  (book-entry or otherwise) or any  certificated  or  uncertificated
interest  representing  any  Shares.  Company  further  agrees to  instruct  its
transfer  agent not to transfer  any  certificated  or  uncertificated  interest
representing  any Shares,  until (i) the transfer  agent has  received  Parent's
consent to such a transfer,  or (ii) the Voting  Agreement  has been  terminated
pursuant to Section 4.1 thereof.

     6.9 Employee  Stock Purchase Plan.  Company shall  immediately  suspend and
shall not accept any further payroll contributions under its 2002 Employee Stock
Purchase Plan ("ESPP") after the date of this  Agreement.  Company will take all
necessary  actions  to  cause  the  termination  of  the  ESPP  and  all  rights
thereunder,  in each  case,  no later  than the  Effective  Time.

     6.10 Company Options.
          ---------------

          (a) The Arrangement  shall provide that each Company Stock Option that
becomes  exercisable  as  a  result  of  the  Arrangement,  notwithstanding  any
contingent  vesting  provisions to which it might  otherwise  have been subject,
shall be deemed to be  conditionally  vested and exercisable only as part of the
Arrangement unless otherwise agreed to by the option holder and Parent.

          (b)  Each  holder  of  a  Company  Stock  Option  (including,  without
limitation,  Company Stock Options referred to in subparagraph (a)) may elect to
conditionally  exercise  one or  more  Company  Stock  Options  as  part  of the
Arrangement  by  delivering  to  the  Depositary  (as  defined  in the  Plan  of
Arrangement)  on or prior to the  Election  Deadline  (as defined in the Plan of
Arrangement)  (i) a notice of the conditional  exercise of such holder's Company
Stock  Options  indicating  whether  the holder  elects a "Cash  Exercise"  or a
"Cashless  Exercise"  and (ii) a validly  completed  Letter of  Transmittal  and
Election  Form,  electing  whether such holder wishes to receive  Parent Shares,
Exchangeable  Shares  or Per  Share  Cash  Consideration  pursuant  to  Sections
2.2(1)(c),


                                      -54-

<PAGE>


(d) or (e),  respectively,  under the Plan of  Arrangement  in exchange  for the
Company  Common  Shares  issued to or  received  by the holder  pursuant  to the
exercise of such holder's Company Stock Options.

          (c) Each "Cash  Exercise" shall be accompanied by a certified check or
bank draft in an amount equal to the product  obtained by multiplying the number
of Common Shares in respect of which the Company  Stock Option is  conditionally
exercised (the "Number of Options  Exercised") by the exercise price per Company
Stock Option (the "Exercise Price"). In the event of a "Cashless Exercise",  the
holder shall transfer the Company Stock Option to the Company  immediately prior
to the Effective  Time in exchange for Company Common Shares using the following
formula:

         X = Y(A-B)
             ------
                A

   Where: X  = The number of shares of Company Common Shares to be issued to the
               Company Stock Option holder.

          Y  = The number of Company  Common  Shares under the holder's  Company
               Stock Option with respect to which such option is exercised.

          A  = The product of 0.75  multiplied by the weighted  average  closing
               trading  price of the Parent Common Shares on NASDAQ for the last
               ten trading days preceding the Election Deadline.

          B  = The Exercise  Price (in  Canadian  dollars,  converted  into U.S.
               Dollars based on the noon buying rates in New York City for cable
               transfers payable in Canadian  dollars,  as certified for customs
               purposes by the Federal  Reserve Bank of New York on the Election
               Date).

     All  fractional  Company Common Shares  issuable  pursuant to Company Stock
Options shall be rounded down to the next whole share.

          (d) Any holder of an "in the money" option who fails to elect shall be
deemed to have elected for a 'Cashless  Exercise' and to receive in exchange for
the Company  Common  Share  issued or received  pursuant to the transfer of each
Company  Stock  Option  to  the  Company,  Exchangeable  Shares  (if a  Canadian
resident) or Parent Common Shares (if not a Canadian resident).

          (e) At the  Effective  Time,  every Company Stock Option which has not
been  exercised or deemed to have been exercised  shall be deemed  cancelled and
each of the Company Stock Option Plans shall be deemed to have been  terminated.
In the event that this Agreement is terminated  prior to the Effective Time, all
Company Stock Options which have been conditionally  exercised or deemed to have
been conditionally


                                      -55-

<PAGE>


exercised  shall be return to their status as  unexercised  (and, if the Company
Stock Options have been  exercised  for cash,  the cash  consideration  therefor
shall be returned  to the option  holder)  and, to the extent that such  Company
Stock  Options were  unvested,  but have been deemed to be vested,  such Company
Stock Options shall also be returned to their status as unvested.  To the extent
that any  amendments to the Company Stock Option Plans are required to implement
the Cashless Exercise Right,  Company shall submit such amendment to the Company
Shareholders for approval at the Company Meeting, and the implementation of such
right shall be contingent upon receipt of the requisite  approval of the Company
Shareholders.

     6.11 Employee Benefits. Employees of Company or any of its Subsidiaries who
shall  continue  their  employment  with  Parent  or  Company  or one  of  their
respective  Subsidiaries  following the Effective  Time shall receive credit for
purposes  of  eligibility  to  participate  and  vesting  (but  not for  benefit
accruals) under any employee benefit plan, program or arrangement established or
maintained by Parent or any of its  Subsidiaries  for service  accrued or deemed
accrued  prior  to the  Effective  Time  with  the  Company  or any  Subsidiary;
provided, however, that such crediting of service shall not operate to duplicate
any benefit of the funding or any such benefit.

     6.12 Closing  Date  Balance  Sheet.  Company  shall  prepare and deliver to
Parent prior to the Effective Time (i) an unaudited  consolidated  balance sheet
of Company as of the last business day of the most recently completed full month
ending  immediately  preceding the Effective  Time (or, if the Effective Time is
before  the 15th day of the  month,  as of the last  business  day of the  month
immediately  preceding the most recently completed full month ending immediately
preceding  the  Effective  Time),  which  balance  sheet  shall be  prepared  in
accordance  with U.S.  GAAP (the  application  of which  shall be  reviewed  and
approved by Parent's  independent  auditors) and on a basis  consistent with the
unaudited  balance sheets of Company included in the Company Documents and shall
fairly present in all material respects the consolidated  financial  position of
Company  and its  consolidated  subsidiaries  as of the date  thereof,  and (ii)
Company's best estimate (using actual data through at least the end of the third
business  day  immediately  preceding  the  Effective  Time) of closing  account
information for all line items that would appear on a consolidated balance sheet
of Company as of the business day  immediately  preceding  the date on which the
Effective  Time shall occur (the  "Closing Date Balance  Sheet").  Company shall
provide to Parent any information and back-up materials  (including bank account
information) reasonably requested by Parent with respect thereto.

                                  ARTICLE VII
                            CONDITIONS TO THE MERGER

     7.1 Conditions to Obligations of Each Party to Effect the Arrangement.  The
respective obligations of each party to this Agreement to effect the Arrangement
shall be subject to the  satisfaction  at or prior to the Effective  Time of the
following conditions:


                                      -56-

<PAGE>


          (a) Company  Shareholder  Approval.  The  Arrangement  shall have been
approved at the Company Meeting by at least 66 2/3% and, if required, the waiver
of the  application of Section 3.1 of the Rights  Agreement to the  transactions
contemplated  by this  Agreement,  all in  accordance  with the terms of Section
5.1(e) of the Rights Agreement shall have been approved by at least 50%, in each
case  of the  votes  cast  by the  holders  of  Company  Common  Shares  who are
represented  at the Company  Meeting and the holders of Company Stock Options to
purchase  Company Common Shares,  voting together as a class,  and in accordance
with any other conditions which may be imposed by the Interim Order;

          (b) Interim Order;  Final Order. The Interim Order and the Final Order
shall each have been obtained in form and terms  satisfactory  to each of Parent
and Company, acting reasonably, and shall not have been set aside or modified in
a  manner  unacceptable  to  such  parties,  acting  reasonably,  on  appeal  or
otherwise;

          (c) Orders of Canadian Securities Regulatory  Authorities.  The orders
referenced in Section 2.5(a) shall have been obtained;

          (d) No Orders. No judgment,  order, decree,  statute,  law, ordinance,
rule or regulation,  entered,  enacted,  promulgated,  enforced or issued by any
court or other  Governmental  Entity of competent  jurisdiction  preventing  the
consummation of the  Arrangement or making the  Arrangement  illegal shall be in
effect;

          (e) Regulatory Approvals.

               (i) Parent and Company and their  respective  Subsidiaries  shall
have obtained from each Governmental Entity all approvals, waivers and consents,
required for deemed  advisable  by Parent in its  reasonable  discretion  or the
consummation  of the  Arrangement  and  the  several  transactions  contemplated
hereby;

               (ii) All  applicable  waiting  periods under foreign  merger Laws
shall have expired or been terminated; and

               (iii) The Form S-3 shall have become effective under the 1933 Act
and shall not be the  subject  of any stop order or  proceedings  seeking a stop
order  (unless  it is  reasonably  determined  by the  parties  hereto and their
respective  counsel that such  registration  is not necessary in connection with
the  issuance of the Parent  Common  Shares to be issued from time to time after
the Effective  Time upon exchange of the  Exchangeable  Shares) and Parent shall
have  received all United States state  securities or "blue sky"  authorizations
necessary to issue the Parent Common Shares.

          (f) Listing of Shares.  Parent  shall have filed,  if  required,  with
Nasdaq a Notification  Form: Listing of Additional Shares for the listing of the
Parent  Common  Shares  to  be  issued  in  connection  with  the   transactions
contemplated  by this  Agreement.  If permitted  under the rules of the TSX, the
Exchangeable  Shares  issuable  pursuant  to the  Arrangement  shall  have  been
conditionally approved for listing on the TSX, subject to the filing of required
documentation.


                                      -57-

<PAGE>


     7.2  Additional  Conditions to  Obligations  of Company.  The obligation of
Company  to  consummate  and  effect  the  Arrangement  shall be  subject to the
satisfaction  at or  prior  to the  Effective  Time  of  each  of the  following
conditions, any of which may be waived, in writing,  exclusively by Company:

          (a) Representations and Warranties. The representations and warranties
of the Parent  Parties  contained  in this  Agreement  that are  qualified as to
materiality shall be true and correct, and the representations and warranties of
the Parent Parties  contained in this Agreement that are not so qualified  shall
be true and  correct in all  material  respects,  in each case as of the date of
this  Agreement and as of the Effective Time with the same effect as though made
as of the  Effective  Time  except  that the  accuracy  of  representations  and
warranties  that by their terms speak as of a specified  date will be determined
as of such date.  Company shall have received a certificate  with respect to the
foregoing signed on behalf of Parent by an authorized officer of Parent.

          (b)  Agreements  and  Covenants.  Parent  and  Exchangeco  shall  have
performed or complied in all material respects with all agreements and covenants
required by this  Agreement to be performed or complied with by them on or prior
to the Effective  Time,  and Company  shall have received a certificate  to such
effect signed on behalf of Parent by an authorized officer of Parent.

          (c) Arrangement.  The Boards of Directors of the Parent and Exchangeco
shall have adopted all necessary resolutions,  and all other necessary corporate
action  shall  have been  taken by the  Parent  and  Exchangeco  to  permit  the
consummation  of the  Arrangement  and  the  issue  of the  Exchangeable  Shares
contemplated  thereby  and the issue of Parent  Common  Shares  pursuant  to the
Arrangement and upon the exchange from time to time of the Exchangeable Shares.

     7.3  Additional  Conditions  to the  Obligations  of  Parent  Parties.  The
obligations of the Parent Parties to complete the  Arrangement  shall be subject
to the  satisfaction  at or prior to the Effective Time of each of the following
conditions,  any of which may be waived, in writing,  exclusively by Parent:

          (a) Representations and Warranties. The representations and warranties
of Company  contained in this  Agreement  that are  qualified as to  materiality
shall be true and correct,  and the  representations  and  warranties of Company
contained in this Agreement that are not so qualified  shall be true and correct
in all material  respects,  in each case as of the date of this Agreement and as
of the  Effective  Time with the same effect as though made as of the  Effective
Time except that the  accuracy of the  representations  and  warranties  that by
their  terms speak as of a specified  date will be  determined  as of such date.
Parent shall have received a certificate with respect to the foregoing signed on
behalf of Company by the Chief Executive Officer and the Chief Financial Officer
of Company.

          (b) Agreements and Covenants. Company shall have performed or complied
in all material  respects with all  agreements  and  covenants  required by this
Agreement to be performed  or complied  with by it at or prior to the  Effective
Time,  and Parent shall have  received a  certificate  to such effect  signed on
behalf of Company by the Chief Executive Officer and the Chief Financial Officer
of  Company.


                                      -58-

<PAGE>


          (c) Arrangement.  The Board of Directors of Company shall have adopted
all necessary  resolutions,  and all other necessary corporate action shall have
been taken by Company and its  Subsidiaries,  to permit the  consummation of the
Arrangement;  the Board of  Directors  of Company  shall have made and shall not
have modified or amended, in any material respect, prior to the Company Meeting,
an affirmative  recommendation that the holders of Company Common Shares approve
the Arrangement and the termination of the Rights Agreement.

          (d) Dissent  Rights.  The holders of no more than 5% of the issued and
outstanding Company Common Shares shall have exercised their Dissent Rights (and
shall not have lost or  withdrawn  such  rights) or shall  have given  notice of
their intent to exercise their Dissent Rights in respect of the Arrangement.

          (e) Third Party Consents. All authorizations,  consents, approvals of,
or  notifications  to any third party (i) identified on Schedule 7.3(e) attached
hereto   shall  have  been   obtained,   and  (ii)  all  such   other   required
authorizations,  consents,  approvals  of, or  notifications  to any other third
party,  the  absence  of which  would be  reasonably  likely to have a  Material
Adverse Effect on Company,  shall have been  obtained,  in each case in form and
substance reasonably satisfactory to Parent.

          (f) Net Working Capital. Company shall have net working capital at the
Effective  Time,  as reflected on such Closing Date Balance  Sheet,  of at least
$6,500,000.  For purposes of this Section 7.3(f), "net working capital" shall be
calculated as of the Effective  Time in  accordance  with US generally  accepted
accounting  principles as Company's  current assets (cash and cash  equivalents,
net  accounts  receivable,  prepaid  expenses  and other  current  assets)  less
Company's current liabilities  (accounts payable,  accrued liabilities,  current
obligations under capital leases and other current liabilities).

          (g) No Order.  No  judgment  or order  shall  have been  issued by any
Governmental  Entity  and  no  action,  suit,  filing,   inquiry,   request  for
information,  application  or  proceeding  shall be  pending,  shall  have  been
threatened or taken by any Person in any  jurisdiction,  that in the  reasonable
opinion  of  Parent,  would be  reasonably  likely  to (i) have  the  effect  of
enjoining or prohibiting  the  consummation of the Arrangement or subjecting the
Arrangement to any restriction,  qualification or modification  that is material
to Parent, including but not limited to a divestiture or hold separate order; or
(ii)  materially and adversely  affect Parent's right to conduct the business of
Company as currently  conducted,  or to own, use or exploit Company's assets, in
each case taking into account the  activities  reflected in the  Arrangement  or
Parent's or Company's  performance of their respective  obligations  pursuant to
this Agreement.

                                  ARTICLE VIII
                       TERMINATION, AMENDMENT AND WAIVER

     8.1 Termination.  This Agreement may be terminated at any time prior to the
Effective  Time,   whether  before  or  after  the  requisite  approval  of  the
shareholders  of Company:


                                      -59-

<PAGE>


          (a) by  mutual  written  consent  duly  authorized  by the  Boards  of
Directors of Parent and Company;

          (b) by either  Company or Parent,  if the  Arrangement  shall not have
been  consummated  by August 31, 2004 for any reason (the  "Termination  Date");
provided,  however,  that if on the  Termination  Date  the  only  condition  to
effecting the Arrangement  remaining to be satisfied is the effectiveness of the
Form S-3 as contemplated by Section 7.1(e)(iv),  then the Termination Date shall
automatically be extended to October 31, 2004; provided further,  however,  that
the right to terminate  this  Agreement  under this Section  8.1(b) shall not be
available to any party whose action or failure to act has been a principal cause
of or resulted in the failure of the Arrangement to occur on or before such date
and such action or failure to act constitutes a breach of this Agreement;

          (c) by either Company or Parent, if there shall be passed any Law that
makes the consummation of the Arrangement illegal or otherwise prohibited, or if
a Governmental  Entity shall have issued an order, decree or ruling or taken any
other  action,  in any  case  having  the  effect  of  permanently  restraining,
enjoining or otherwise prohibiting the Arrangement,  which order, decree, ruling
or other action is final and nonappealable;

          (d) by either  Company or Parent,  if the  required  approvals  of the
shareholders and  optionholders of Company  contemplated by this Agreement shall
not have been obtained by reason of the failure to obtain the required vote at a
meeting of Company  securityholders duly convened therefor or at any adjournment
thereof;  provided,  however,  that the right to terminate this Agreement  under
this  Section  8.1(d)  shall not be  available  to Company  where the failure to
obtain the approval of the  securityholders of Company shall have been caused by
the  action or  failure  to act of  Company  and such  action or  failure to act
constitutes a breach by Company of this Agreement;

          (e)  by  Company,  upon a  breach  of  any  representation,  warranty,
covenant or agreement on the part of Parent set forth in this  Agreement,  or if
any  representation  or warranty of Parent shall have become  untrue,  in either
case such that the  conditions  set forth in Section  7.2(a) or  Section  7.2(b)
would  not be  satisfied  as of the time of such  breach  or as of the time such
representation  or warranty  shall have  become  untrue,  provided  that if such
inaccuracy  in Parent's  representations  and  warranties or breach by Parent is
curable by Parent through the exercise of its commercially  reasonable  efforts,
then Company may not  terminate  this  Agreement  under this Section  8.1(e) for
thirty (30) days after delivery of written notice from Company to Parent of such
breach, provided Parent continues to exercise commercially reasonable efforts to
cure such  breach (it being  understood  that  Company  may not  terminate  this
Agreement  pursuant  to this  paragraph  (e) if such  breach  by Parent is cured
during such thirty-day period);

          (f) by Parent, upon a breach of any representation, warranty, covenant
or  agreement  on the part of  Company  set forth in this  Agreement,  or if any
representation  or warranty of Company shall have become untrue,  in either case
such that the conditions set forth in Section 7.3(a) or Section 7.3(b) would not
be satisfied as of the time of such breach or as of the time such representation
or warranty  shall have  become  untrue,  provided  that if such  inaccuracy  in
Company's  representations  and  warranties  or breach by  Company is curable by
Company through the exercise of


                                      -60-

<PAGE>


its  commercially  reasonable  efforts,  then  Parent  may  not  terminate  this
Agreement  under this  Section  8.1(f) for thirty  (30) days after  delivery  of
written notice from Parent to Company of such breach, provided Company continues
to  exercise  commercially  reasonable  efforts  to cure such  breach  (it being
understood  that  Parent  may not  terminate  this  Agreement  pursuant  to this
paragraph (f) if such breach by Company is cured during such thirty-day period);

          (g) by Parent, if a Triggering Event shall have occurred; or

          (h) by Company in accordance with Section 6.2(b);  provided,  however,
in order for the  termination of this Agreement  pursuant to this Section 8.1(h)
to be deemed  effective,  Company  shall have  complied in all respects with all
provisions contained in Sections 6.2(a), 6.2(b) and 6.2(c), including the notice
provisions  therein,  and with applicable  requirements of Sections 8.2 and 8.3,
including the payment of the Termination Fee.

     8.2 Notice of Termination;  Effect of Termination.  Any termination of this
Agreement  under  Section  8.1  above  will be  effective  immediately  upon the
delivery of written notice of the terminating  party to the other parties hereto
(except with respect to a termination pursuant to Sections 8.1(e) and (f), which
shall be effective upon  satisfaction  of the terms contained  therein).  In the
event of the  termination  of this  Agreement as provided in Section  8.1,  this
Agreement  shall be of no further  force or  effect,  except (i) as set forth in
Section 6.1(a),  Section 8.2,  Section 8.3 and Article IX (General  Provisions),
each of which shall survive the  termination  of this Agreement and (ii) nothing
herein shall  relieve any party from  liability  for any willful or  intentional
breach of this  Agreement.  No termination  of this  Agreement  shall affect the
obligations of the parties contained in the  Confidentiality  Agreement,  all of
which obligations shall survive termination of this Agreement in accordance with
their terms.

     8.3 Fees and Expenses.
         -----------------

          (a)  General.  Except as set forth in this  Section  8.3, all fees and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated  hereby shall be paid by the party incurring such expenses  whether
or not the Arrangement is consummated.

          (b) Company Payments.
              ----------------

               (i) Company shall pay to Parent in immediately  available  funds,
within  one (1)  business  day  after  demand  by  Parent,  an  amount  equal to
$4,000,000  (the  "Termination  Fee") if this  Agreement is terminated by Parent
pursuant to Section 8.1(g).

               (ii) In the event that:

                    (A) this  Agreement is terminated  by Parent or Company,  as
applicable, pursuant to Sections 8.1(d),


                                      -61-

<PAGE>


                    (B) following  the date hereof and prior to the  termination
of this Agreement, an Acquisition Proposal shall have been publicly announced or
generally disclosed by Company or the party making such Acquisition  Proposal to
the shareholders of Company, and

                    (C) within twelve (12) months  following the  termination of
this Agreement,  a Company  Acquisition is consummated or Company enters into an
agreement or letter of intent  providing  for a Company  Acquisition,  in either
case,  which  constitutes a Superior  Proposal (as compared to the  transactions
contemplated  by  this  Agreement  on  the  date  of  the  termination  of  this
Agreement), with any party, then

Company shall pay Parent in immediately  available  funds an amount equal to the
$3,100,000  upon the earlier to occur of (x) the  consummation of such a Company
Acquisition  or (y) the execution by Company of an agreement or letter of intent
providing for such a Company Acquisition.

               (iii) Company shall pay to Parent in immediately  available funds
an amount  equal to the  Termination  Fee if this  Agreement  is  terminated  by
Company pursuant to Section 8.1(h).

               (iv) Company  acknowledges that the agreements  contained in this
Section  8.3(b) are an integral part of the  transactions  contemplated  by this
Agreement, and that, without these agreements,  Parent would not enter into this
Agreement;  accordingly,  if Company fails to pay in a timely manner the amounts
due pursuant to this Section 8.3(b) and, in order to obtain such payment, Parent
makes a claim that  results in a judgment  against  Company  for the amounts set
forth in this Section 8.3(b),  Company shall pay to Parent its reasonable  costs
and expenses (including  reasonable  attorneys' fees and expenses) in connection
with such suit,  together with interest on the amounts set forth in this Section
8.3(b) at the prime rate of  Citibank,  N.A. in effect on the date such  payment
was required to be made.  Payment of the fees  described in this Section  8.3(b)
shall not be in lieu of damages  incurred in the event of intentional or willful
breach of this  Agreement.  In no event  will more  than one fee be  payable  in
connection with the termination of the Agreement.

     8.4  Amendment.  Subject to  applicable  law and the  Interim  Order,  this
Agreement  may be amended,  not later than the  Effective  Time,  by the parties
hereto at any time by execution of an instrument in writing  signed on behalf of
each of Parent  and  Company.  Company  agrees to make such  amendments  to this
Agreement,  the Plan of Arrangement and the other agreements  referred to herein
as may be  reasonably  required  to  ensure  that the  proposed  effect  of such
agreements are maintained following any assignment of the rights,  interests and
obligations of Exchangeco in accordance with Section 9.10 of this Agreement.

     8.5 Extension;  Waiver.  At any time prior to the Effective Time, any party
hereto  may,  to the  extent  legally  allowed,  (i)  extend  the  time  for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the  representations  and warranties made to such
party contained  herein or in any document  delivered  pursuant hereto and (iii)
waive  compliance  with any of the  agreements or conditions  for the benefit of
such party contained herein.  Any agreement on the part of a party hereto to any
such  extension or waiver shall be valid only if set


                                      -62-

<PAGE>


forth in an  instrument  in  writing  signed on behalf of such  party.  Delay in
exercising any right under this Agreement  shall not constitute a waiver of such
right.

                                   ARTICLE IX
                               GENERAL PROVISIONS

     9.1 Non-Survival of Representations and Warranties. The representations and
warranties of Company,  Parent and Exchangeco  contained in this Agreement shall
terminate at the  Effective  Time,  and only the  covenants  that by their terms
survive the Effective Time shall survive the Effective Time.

     9.2 Notices.  All notices and other  communications  hereunder  shall be in
writing  and shall be deemed  given if  delivered  personally  or by  commercial
delivery service, or sent via telecopy (receipt confirmed) to the parties at the
following  addresses or telecopy  numbers (or at such other  address or telecopy
numbers for a party as shall be specified by like  notice):

          (a) if to Parent or Exchangeco, to:

                 At Road, Inc.
                 477200 Bayside Parkway
                 Fremont, California 94538
                 USA
                 Attention: Chairman, President and Chief Executive Officer
                 Telecopy No.: (510) 353-6021

                 with copies to:


                 Heller Ehrman White & McAuliffe LLP
                 2775 Sand Hill Road
                 Menlo Park, California 94025
                 Attention:  Steven J. Tonsfeldt, Esq.
                 Telecopy No.: (650) 233-8386

                 and

                 Stikeman Elliott LLP
                 1155 Rene-Levesque Blvd. West, 40th Floor
                 Montreal, Quebec H3B 3V2
                 Attention:  John W. Leopold, Esq.
                             Christine Desaulniers, Esq.
                 Telecopy No.: (514) 397-3222

          (b) if to Company, to:


                                      -63-

<PAGE>


                 MDSI Mobile Data Solutions Inc.
                 10271 Shellbridge Way
                 Richmond, BC
                 Canada V6X 2W8
                 Attention:  Chairman, President and Chief Executive Officer
                 Telecopy No.:  (604) 207-6060

                 with copies to:

                 Dorsey & Whitney LLP
                 1420 Fifth Avenue, Suite 3400
                 Seattle, WA  98101
                 Attention:  Randal R. Jones, Esq.
                 Telecopy No.: (206) 903-8820

                 and

                 Davis & Company
                 2800 - 666 Burrard St.
                 Vancouver, B.C. V6C 2Z7
                 Attention:  David R. Reid, Esq.
                             Al Hudec, Esq.
                 Telecopy No.: (604) 687-1612

     9.3   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  which may be delivered by  facsimile  transmission,  all of which
shall be considered one and the same  agreement and shall become  effective when
one or more  counterparts  have been signed by each of the parties and delivered
to the other party, it being  understood that all parties need not sign the same
counterpart.

     9.4 Entire  Agreement;  Third Party  Beneficiaries.  This Agreement and the
documents  and  instruments  and other  agreements  among the parties  hereto as
contemplated by or referred to herein,  including Company  Disclosure  Schedule:
(a)  constitute  the entire  agreement  among the  parties  with  respect to the
subject  matter hereof and supersede all prior  agreements  and  understandings,
both  written and oral,  among the parties  with  respect to the subject  matter
hereof, it being understood that the Confidentiality Agreement shall continue in
full force and effect  until the Closing and shall  survive any  termination  of
this  Agreement;  and (b) are not  intended to confer upon any other  person any
rights or remedies hereunder, except as specifically provided in Section 6.5.

     9.5 Severability. In the event that any provision of this Agreement, or the
application thereof, becomes or is declared by a court of competent jurisdiction
to be illegal,  void or  unenforceable,  the  remainder of this  Agreement  will
continue in full force and effect and the application of such provision to other
persons or  circumstances  will be  interpreted  so as  reasonably


                                      -64-

<PAGE>


to effect the intent of the parties hereto. The parties further agree to replace
such  void or  unenforceable  provision  of  this  Agreement  with a  valid  and
enforceable  provision that will achieve, to the extent possible,  the economic,
business and other purposes of such void or unenforceable provision.

     9.6 Other Remedies;  Specific Performance.  Except as otherwise provided in
Section 8.3(b), neither Company nor Parent Parties shall be entitled to monetary
damages in the event this  Agreement is terminated  under Section 8.1 regardless
of the circumstances giving rise to such termination; provided however, that the
foregoing shall not apply to any willful breach of this Agreement or any willful
misrepresentation hereunder giving rise to such termination. Notwithstanding the
foregoing,  the parties hereto agree that irreparable  damage would occur in the
event  that  any of the  provisions  of this  Agreement  were not  performed  in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly  agreed that the parties  shall be entitled to seek an injunction or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and provisions hereof,  including but not limited to the completion of
the transaction  contemplated  hereby,  in any court of the United States or any
state having  jurisdiction,  this being in addition to any other remedy to which
they are entitled at law or in equity.

     9.7  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Delaware,  regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof,
except to the extent  mandatorily  governed by the law of another  jurisdiction.
Each  of  the  parties  hereto  (i)   irrevocably   consents  to  the  exclusive
jurisdiction and venue of the Delaware Court of Chancery, in connection with any
matter based upon or arising out of this  Agreement or the matters  contemplated
herein, except as has otherwise been agreed to with respect to the consideration
and approval of the Arrangement by the Court pursuant to Article II hereof, (ii)
agrees that process may be served upon them in any manner authorized by the laws
of the State of Delaware for such persons and (iii) waives and  covenants not to
assert  or  plead  any  objection  which  they  might  otherwise  have  to  such
jurisdiction, venue and such process.

     9.8 English/French Language. The parties confirm that it is their wish that
this  Agreement  as well  as any  other  documents  relating  hereto,  including
notices,  have been and  shall be drawn up in  English  only.  Les  parties  aux
presents  confirment  leur  volonte  que  cette  convention  de  meme  tous  les
documents,  y  compris  tous  avis s'y  rattachant  soient  rediges  en  anglais
seulement.

     9.9 No Personal Liability.
         ---------------------

          (a) No director or officer of any Parent Party shall have any personal
liability  whatsoever to Company  under this  Agreement,  or any other  document
delivered in connection with the Arrangement on behalf of a Parent Party.

          (b) No  director  or  officer  of  Company  shall  have  any  personal
liability  whatsoever  to any Parent  Party under this  Agreement,  or any other
document delivered in connection with the Arrangement on behalf of Company.


                                      -65-

<PAGE>


     9.10  Assignment.  No party may assign either this  Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other  parties,  except that either Parent or Exchangeco  may assign this
Agreement  and any of its rights,  interests  and  obligations  hereunder to any
Subsidiary of Parent without the approval of any other party,  provided that (a)
the tax treatment of the Company Shareholders is not detrimentally  affected and
(b) no assignment shall relieve a party of any liability  hereunder.  Subject to
the preceding sentence,  this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective  successors and permitted
assigns.

     9.11 WAIVER OF JURY TRIAL.  EACH OF PARENT,  COMPANY AND EXCHANGECO  HEREBY
IRREVOCABLY  WAIVES  ALL  RIGHT TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR
COUNTERCLAIM  (WHETHER BASED ON CONTRACT,  TORT OR OTHERWISE)  ARISING OUT OF OR
RELATING TO THIS  AGREEMENT OR THE ACTIONS OF PARENT,  COMPANY OR  EXCHANGECO IN
THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

     9.12 Attorneys' Fees. Unless otherwise agreed, the prevailing party will be
entitled to its costs and attorneys'  fees incurred in any litigation or dispute
relating to the  interpretation  or  enforcement of this Agreement and the other
agreements and transaction contemplated hereby.

     9.13 Currency.  Unless otherwise specifically indicated,  all sums of money
referred to in this Agreement are expressed in U.S. Dollars.

                                     *****

















                                      -66-

<PAGE>


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

                                        AT ROAD, INC.

                                        By:  /s/ Krish Panu

                                        Name:  Krish Panu

                                        Title: President

                                        ORION EXCHANGECO, LTD.

                                        By:  /s/ James D. Fay

                                        Name:  James D. Fay

                                        Title: Secretary

                                        MDSI MOBILE DATA SOLUTIONS INC.

                                        By:  /s/ Erik Dysthe

                                        Name:  Erik Dysthe

                                        Title: President, CEO and Chairman








                    SIGNATURE PAGE TO COMBINATION AGREEMENT


<PAGE>



                                   EXHIBIT A


                                VOTING AGREEMENT

                                 BY AND BETWEEN

                                  AT ROAD, INC.

                                     AND THE

                 SHAREHOLDERS OF MDSI MOBILE DATA SOLUTIONS INC.

                    IDENTIFIED ON THE SIGNATURE PAGES HERETO


                           Dated as of April 12, 2004



<PAGE>

                                VOTING AGREEMENT


     This VOTING  AGREEMENT is made and entered  into  effective as of April 12,
2004 (this  "Agreement")  by and between At Road,  Inc., a Delaware  corporation
("Parent")  and the  shareholders  (each a  "Shareholder")  of MDSI  Mobile Data
Solutions  Inc., a corporation  organized and existing  under the laws of Canada
("Company"), identified on the signature pages hereto.

                                    RECITALS
                                    --------

     A. Parent,  Orion  Exchangeco,  Ltd., a corporation  organized and existing
under the Business  Corporations Act (British Columbia) and Company are entering
into a Combination  Agreement  dated as of the date hereof (as amended from time
to time, the "Combination Agreement"), pursuant to which Parent will acquire all
of the  outstanding  share capital of Company (the  "Arrangement").  Capitalized
terms used but not defined in this Agreement shall have the meanings ascribed to
them in the Combination Agreement;

     B. As of the date hereof,  each Shareholder is the record and/or beneficial
owner of the  number of Shares  (as  defined  below)  set  forth  opposite  each
Shareholder's name in Exhibit A hereto (the "Existing Shares" and, together with
any Company Common Shares acquired of record and/or beneficially by Shareholders
after  the  date  hereof,  whether  upon  the  exercise  of  warrants,  options,
conversion  of  convertible  securities,  or by  means  of  purchase,  dividend,
distribution, split-up, recapitalization, combination, exchange of shares, gift,
bequest,  inheritance or as a successor in interest in any capacity or otherwise
and any  shares  into which or for which any or all of the  Existing  Shares and
additional shares may be changed or exchanged, the "Shares"); and

     C. As a condition and inducement to Parent's  willingness to enter into the
Combination  Agreement and incurring the obligations  set forth therein,  Parent
has required that the Shareholders agree to enter into this Agreement.

     NOW,   THEREFORE,   in  consideration   of  the  covenants,   promises  and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficient of which are hereby  acknowledged,  the parties agree
as follows:


                                    ARTICLE I

                                VOTING AGREEMENT

     1.1 Voting  Agreement.  (a) Each  Shareholder  hereby agrees that, from and
after the date hereof and until the earlier to occur of the  Effective  Time and
the termination of this Agreement in accordance with its terms, at every meeting
of the  shareholders  of  Company,  however  called,  and at  every  adjournment
thereof,  and in every action by written consent of the shareholders of Company,
such Shareholder shall, provided that such Shareholder has not


<PAGE>


received  notice from Parent (which notice may be delivered at any such meeting)
stating  Parent's  intention  to exercise  the Proxy at such meeting (as defined
below),  appear at any such meeting or otherwise  cause the Shares to be counted
as present  thereat for  purposes of  establishing  a quorum,  and shall vote or
consent (or cause to be voted or consented) such  Shareholder's  Shares:  (i) in
favor of the approval and adoption of the Combination Agreement, the Arrangement
and all the transactions contemplated by the Combination Agreement and otherwise
in such manner as may be necessary to consummate the Arrangement; (ii) except as
otherwise  agreed to in  writing  in advance  by  Parent,  against  any  action,
proposal,  agreement  or  transaction  that is intended or could  reasonably  be
expected  to  result  in  a  breach  of  any  covenant,  obligation,  agreement,
representation or warranty of Company contained in the Combination  Agreement or
of such Shareholder  contained in this Agreement;  and (iii) against any action,
proposal,  agreement  or  transaction,   including,  but  not  limited  to,  any
Acquisition Proposal (other than the Arrangement,  the Combination  Agreement or
the transactions  contemplated  thereby),  that could be reasonably  expected to
result in any of the conditions to Company's  obligations  under the Combination
Agreement  (whether or not  theretofore  terminated) not being fulfilled or that
could  reasonably  be expected  to impede,  interfere  with or  prevent,  delay,
postpone,   discourage  or  adversely  affect  the  Combination  Agreement,  the
Arrangement or this Agreement.

     (b) If a Shareholder fails for any reason to vote his, her or its Shares as
required by Section  1.1(a),  the holder of the Proxy (as defined  below)  shall
have the right to vote such  Shareholder's  Shares at any  meeting of  Company's
shareholders  and in any action by written consent of Company's  shareholders in
accordance with Section 1.1(a) and the Proxy.

     (c) Each Shareholder  hereby agrees that such  Shareholder  shall not enter
into any agreement or understanding with any person the effect of which would be
inconsistent  with or violative of any provision  contained in Section 1.1(a) or
(b).

     (d) No provision of this  Agreement  shall limit or otherwise  restrict any
Shareholder  with  respect  to any act or  omission  that such  Shareholder  may
undertake or authorize in such  Shareholder's  capacity as a director or officer
of Company.

     1.2 Proxy.  Each  Shareholder  hereby  agrees  that,  not less than one (1)
business day following request by the Parent,  such Shareholder shall deliver to
Parent a proxy  with  respect to the  Shares in the form  attached  as Exhibit B
hereto (the "Proxy").

                                   ARTICLE II

                 REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

     Each  Shareholder  hereby  severally  represents  and warrants to Parent as
follows:

     2.1  Organization,  Qualification.  (a)  Such  Shareholder,  if  it  is  an
individual,  has all legal  capacity to enter into this Agreement and to deliver
the Proxy, to carry out his or her  obligations  hereunder and to consummate the
transactions contemplated hereby.



                                      -2-
<PAGE>

     (b) Such Shareholder, if it is a corporation or other legal entity, is duly
organized,  validly existing and, if applicable, in good standing under the Laws
of the jurisdiction of its incorporation or formation.

     (c) Such Shareholder,  if it is a corporation or other legal entity, is not
in violation  of any of the  provisions  of its  certificate  of  incorporation,
by-laws or equivalent organizational documents.

     2.2  Authority  Relative  to  this  Agreement.  Such  Shareholder  has  all
necessary  power and  authority  to execute and deliver this  Agreement  and the
Proxy, to perform such Shareholder's obligations hereunder and to consummate the
transactions  contemplated  hereby.  This Agreement and the Proxy have been duly
and validly  executed and delivered by such  Shareholder  and,  assuming the due
authorization,  execution and delivery of this  Agreement by Parent,  constitute
legal, valid and binding  obligations of such Shareholder,  enforceable  against
such  Shareholder  in accordance  with their terms,  except that the granting of
equitable remedies such as specific  performance and injunctive relief is within
the discretion of a court of competent jurisdiction.

     2.3 No Conflict.  (a) The execution and delivery of this  Agreement and the
Proxy by such  Shareholder do not, and the performance of this Agreement and the
Proxy  by  such  Shareholder  shall  not,  (i)  conflict  with  or  violate  the
certificate of incorporation or by-laws or equivalent  organizational  documents
of such  Shareholder  (if such  Shareholder  is a  corporation  or  other  legal
entity),  (ii) assuming  satisfaction of the  requirements  set forth in Section
2.3(b)  below,  conflict  with or violate the terms of any trust  agreements  or
equivalent  organizational documents of such Shareholder (if such Shareholder is
a trust),  (iii) conflict with or violate any Law applicable to such Shareholder
or by which the Shares owned by such  Shareholder  are bound or affected or (iv)
result in any breach of, or  constitute  a default (or an event that with notice
or lapse of time or both would  become a default)  under,  or give to others any
rights of termination,  amendment, acceleration or cancellation of, or result in
the  creation  of a lien  or  encumbrance  on any of the  Shares  owned  by such
Shareholder  pursuant  to,  any  note,  bond,  mortgage,  indenture,   contract,
agreement,  lease, license,  permit, franchise or other instrument or obligation
to which such  Shareholder is a party or by which such Shareholder or the Shares
owned by such Shareholder are bound or affected,  except for any such conflicts,
violations, breaches, defaults or other occurrences that would not, individually
or  in  the  aggregate,   prevent  or  materially  delay   consummation  of  the
transactions  contemplated by this Agreement and the Proxy or otherwise  prevent
or materially delay such Shareholder from performing its obligations  under this
Agreement and the Proxy.

     (b) The  execution  and  delivery of this  Agreement  and the Proxy by such
Shareholder  does not, and the  performance  of this  Agreement and the Proxy by
such  Shareholder  shall not,  require any consent,  approval,  authorization or
permit of, or filing with or  notification  to, any  Governmental  Entity on the
part of such Shareholder, except (i) for applicable requirements, if any, of any
Securities  Laws,  the U.S state  securities  laws,  state takeover laws and any
requirements  of foreign  Governmental  Entities  and (ii) where the  failure to
obtain such  consents,  approvals,  authorizations  or permits,  or to make such
filings or notifications, would



                                      -3-
<PAGE>


not, individually or in the aggregate,  prevent or materially delay consummation
of the  transactions  contemplated  by this Agreement and the Proxy or otherwise
prevent such  Shareholder  from performing its material  obligations  under this
Agreement and the Proxy.

     2.4 Title to the Shares.  As of the date hereof,  such  Shareholder  is the
record and/or  beneficial  owner of the number of Shares set forth opposite such
Shareholder's  name in  Exhibit A hereto  with full  power to vote or direct the
voting of such  Shares  owned of record  as  indicated  in  Exhibit  A,  without
restriction,  for and on behalf of all beneficial owners of such Shares.  Except
as set forth on Exhibit A, such Shares are all the Company  Common  Shares owned
of record  and/or  beneficially  by such  Shareholder.  The Shares owned by such
Shareholder are now and, at all times during the term hereof will be, owned free
and clear of all liens,  other than any liens created by this Agreement.  Except
as provided in this Agreement, such Shareholder has not appointed or granted any
proxy, which appointment or grant is still effective, with respect to the Shares
owned by such Shareholder.

                                  ARTICLE III

                            COVENANTS OF SHAREHOLDERS

     3.1 No Disposition or Encumbrance of Shares. Each Shareholder hereby agrees
that,  except as contemplated  by this Agreement and the Combination  Agreement,
such Shareholder shall not (a) sell, transfer, tender, assign, pledge, encumber,
contribute to the capital of any entity, hypothecate,  give or otherwise dispose
of, enter into any put, call, forward purchase contract or forward sale contract
or any other contract,  agreement or arrangement having the effect of decreasing
or eliminating  the risk of ownership with respect to, grant a proxy or power of
attorney  with respect to,  deposit into any voting trust or enter into a voting
arrangement  or agreement,  or create or permit to exist any Liens of any nature
whatsoever  with  respect to, any of such  Shareholder's  Shares or any interest
therein,  including any voting interest (or agree or consent to, or offer to do,
any of the foregoing), (b) take any action that would make any representation or
warranty of such Shareholder  herein untrue or incorrect in any material respect
or have the effect of preventing or adversely  affecting such  Shareholder  from
performing  such  Shareholder's   obligations   hereunder  or  (c)  directly  or
indirectly, initiate, solicit or encourage any person to take actions that could
reasonably be expected to lead to the occurrence of any of the foregoing.

     3.2 No Solicitation of Transactions.  Each Shareholder  agrees that between
the  date of this  Agreement  and the  date of  termination  of the  Combination
Agreement in accordance with its terms,  such Shareholder will not,  directly or
indirectly,  through any officer, director,  employee, agent or advisor or other
representative,  solicit,  initiate or  encourage,  or take any other  action to
facilitate,  any  inquiries  or  the  making  of  any  proposal  or  offer  that
constitutes, or may reasonably be expected to lead to, any Acquisition Proposal,
or enter into or maintain or continue  discussions  or negotiate with any person
or entity in furtherance of such inquiries or to obtain a Acquisition  Proposal,
or agree to or endorse any Acquisition  Proposal,  or authorize or permit any of
the  officers,  directors or employees of such  Shareholder,  or any  investment
banker, financial



                                      -4-
<PAGE>

advisor,   attorney,   accountant  or  other  representative  retained  by  such
Shareholder in such  Shareholder's  capacity as a Shareholder,  to take any such
action  except,  if  applicable,  for action taken in such  persons'  respective
capacities  as directors or officers of the Company and in  accordance  with the
provisions of Section 6.2 of the Combination  Agreement.  Each Shareholder shall
notify  Parent  promptly  (and  in any  event  within  one (1)  day  after  such
Shareholder  attains knowledge thereof) if any proposal or offer, or any inquiry
or contact  with any person  with  respect  thereto,  regarding  an  Acquisition
Proposal is made,  specifying the material terms and conditions  thereof and the
identity of the party making such proposal or offer or inquiry or contact.  Each
Shareholder  immediately  shall cease and cause to be  terminated  all  existing
discussions or negotiations with any parties  conducted  heretofore with respect
to an Acquisition Proposal.

     3.3 Further Action;  Reasonable Best Efforts. Upon the terms and subject to
the conditions hereof, each of the parties shall use its reasonable best efforts
to take, or cause to be taken, all appropriate action, and to do, or cause to be
done,  all things  necessary,  proper or  advisable  under  applicable  Laws and
regulations to consummate and make effective this Agreement,  including, without
limitation,  using its reasonable best efforts to obtain all permits,  consents,
approvals,  authorizations,  qualifications and orders of Governmental  Entities
and parties to contracts with Company and the  Subsidiaries as are necessary for
the consummation of this Agreement.

     3.4 Disclosure. Each Shareholder hereby agrees to permit Parent and Company
to publish and disclose in the Form S-3  (including  all documents and schedules
filed with the SEC) and the Company Circular,  and in any press release or other
disclosure  document in which  Parent  reasonably  determines  in its good faith
judgment  that such  disclosure  is  required  by law,  including  the rules and
regulations  of the SEC,  the  Canadian  Securities  Regulatory  Authorities  or
appropriate,  in connection with the Arrangement  and any  transactions  related
thereto, such Shareholder's  identity and ownership of Company Common Shares and
the nature of such  Shareholder's  commitments,  arrangements and understandings
under this Agreement.

     3.5 Public  Announcement.  Each  Shareholder  agrees to not make any public
announcement in opposition to, or in competition with, the Combination Agreement
or the consummation of the Arrangement.

                                   ARTICLE IV

                                   TERMINATION

     4.1  Termination.  This  Agreement,  and all rights and  obligations of the
parties  hereunder  shall  terminate upon the earliest of (a) the Effective Time
and (b) the termination of the Combination  Agreement pursuant to Section 8.1 of
the Combination  Agreement.  Nothing in this Section 4.1 shall relieve any party
of liability for any breach of this Agreement.



                                      -5-
<PAGE>

                                   ARTICLE V

                                  MISCELLANEOUS

     5.1  Amendment.  This Agreement may be amended by the parties hereto at any
time by  execution  of an  instrument  in  writing  signed  on behalf of all the
parties hereto.

     5.2  Extension;  Waiver.  Any party to this  Agreement  may,  to the extent
legally  allowed,  (i) extend the time for the  performance of any obligation or
other  acts of any  other  party  hereto,  (ii)  waive any  inaccuracies  in the
representations  and  warranties  of another  party  contained  herein or in any
document delivered pursuant hereto and (iii) waive compliance with any agreement
or conditions  contained herein for its benefit.  Any agreement on the part of a
party hereto to any such extension or waiver shall be valid only if set forth in
an  instrument  in writing  signed by the party or parties to be bound  thereby.
Delay in exercising any right under this Agreement shall not constitute a waiver
of such right.

     5.3 Notices.  All notices and other  communications  hereunder  shall be in
writing  and shall be deemed  given if  delivered  personally  or by  commercial
delivery service, or sent via telecopy (receipt) confirmed to the parties at the
following addresses or telecopy numbers (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 5.3):

     (a) if to a Shareholder,  to the address set forth after such Shareholder's
name on the signature pages;

     (b) if to Parent:

            At Road, Inc.
            47200 Bayside Parkway
            Fremont, California 94538
            Attention: Chairman, President and Chief Executive Officer
            Telecopy No.:  (510) 353-6021
            with a copy to:

            Heller Ehrman White & McAuliffe LLP
            2775 Sand Hill Road
            Menlo Park, CA  94025
            Facsimile No.  (650) 838-3699
            Attention:  Steven J. Tonsfeldt, Esq.

     5.4   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  which may be delivered by  facsimile  transmission,  all of which
shall be considered one and the same  agreement and shall become  effective when
one or more  counterparts  have been signed by each of the parties and delivered
to the other party, it being  understood that all parties need not sign the same
counterpart.


                                      -6-
<PAGE>

     5.5 Third Party  Beneficiaries.  This  Agreement  shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied,  is intended  to or shall  confer upon any other  person any
right,  benefit  or remedy of any nature  whatsoever  under or by reason of this
Agreement.

     5.6 Severability. In the event that any provision of this Agreement, or the
application thereof, becomes or is declared by a court of competent jurisdiction
to be illegal,  void or  unenforceable,  the  remainder of this  Agreement  will
continue in full force and effect and the application of such provision to other
persons or  circumstances  will be  interpreted  so as  reasonably to effect the
intent of the parties thereto. The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve,  to the extent  possible,  the  economic,  business and other
purposes of such void or unenforceable provision.

     5.7 Other  Remedies;  Specific  Performance.  Except as otherwise  provided
herein,  any and all remedies  herein  expressly  conferred upon a party will be
deemed  cumulative with and not exclusive of any other remedy conferred  hereby,
or by law or equity  upon such  party,  and the  exercise  by a party of any one
remedy will not preclude the exercise of any other  remedy.  The parties  hereto
agree  that  irreparable  damage  would  occur  in  the  event  that  any of the
provisions  of this  Agreement  were not  performed  in  accordance  with  their
specific terms or were  otherwise  breached.  It is accordingly  agreed that the
parties  shall be  entitled  to seek an  injunction  or  injunctions  to prevent
breaches of this Agreement and to enforce  specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction,  this
being in  addition to any other  remedy to which they are  entitled at law or in
equity.

     5.8  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Delaware,  regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof,
except to the extent  mandatorily  governed by the law of another  jurisdiction.
Each  of  the  parties  hereto  (i)   irrevocably   consents  to  the  exclusive
jurisdiction and venue of the Delaware Court of Chancery, in connection with any
matter based upon or arising out of this  Agreement or the matters  contemplated
herein, except as has otherwise been agreed to with respect to the consideration
and  approval  of the  Arrangement  by the Court  pursuant  to Article II of the
Combination  Agreement , (ii) agrees that process may be served upon them in any
manner  authorized  by the laws of the State of  Delaware  for such  persons and
(iii) waives and covenants not to assert or plead any objection which they might
otherwise have to such jurisdiction, venue and such process.

     5.9 English/French Language. The parties confirm that it is their wish that
this  Agreement  as well  as any  other  documents  relating  hereto,  including
notices,  have been and  shall be drawn up in  English  only.  Les  parties  aux
presents  confirment  leur  volonte  que  cette  convention  de  meme  tous  les
documents,  y  compris  tous  avis s'y  rattachant  soient  rediges  en  anglais
seulement.


                                      -7-
<PAGE>


     5.10  Further  Assurances.  The  Shareholders  and Parent will  execute and
deliver all such further  documents  and  instruments  and take all such further
action as may be necessary in order to consummate the transactions  contemplated
hereby.

     5.11  Assignment.  No party may assign either this  Agreement or any of its
rights, interests or obligations hereunder without the prior written approval of
the other  parties,  except that Parent may assign this Agreement and any of its
rights,  interests and obligations hereunder to any Subsidiary of Parent without
the  approval  of any other  party.  Subject  to the  preceding  sentence,  this
Agreement  shall be binding  upon and shall  inure to the benefit of the parties
hereto and their respective successors and permitted assigns.

     5.12 Expenses. All costs and expenses,  including, without limitation, fees
and disbursements of counsel,  financial  advisors and accountants,  incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses.

     5.13 Headings.  The  descriptive  headings  contained in this Agreement are
included for  convenience  of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.

     5.14  Beneficial  Owner.  In this  Agreement,  "beneficial  owner"  has the
meaning  ascribed  to that  term in  Rule  13d-3(a)  of the  Exchange  Act,  and
"beneficially owned" has a consequent meaning.

     5.15 WAIVER OF JURY TRIAL.  EACH OF THE  PARTIES TO THIS  AGREEMENT  HEREBY
IRREVOCABLY  WAIVES  ALL  RIGHT TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR
COUNTERCLAIM  (WHETHER BASED ON CONTRACT,  TORT OR OTHERWISE)  ARISING OUT OF OR
RELATING TO THIS  AGREEMENT OR THE ACTIONS OF ANY PARTY TO THIS AGREEMENT IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.



                                       ***



                                      -8-

<PAGE>


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

                                  PARENT

                                  AT ROAD, INC.


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



                                  SHAREHOLDERS*

                                  ERIK DYSTHE


                                  ----------------------------------------
                                  Address:


                                  ERIK DYSTHE HOLDINGS CO.


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


                                  GLENN KUMOI


                                  ----------------------------------------
                                  Address:


                                  ROBERT C. HARRIS, JR.


                                  ----------------------------------------
                                  Address:



--------
*    Spousal consents will be required for all married shareholders.


<PAGE>


                                  DAVID R. VAN VALKENBURG


                                  ----------------------------------------
                                  Address:



                                  PETER CICERI


                                  ----------------------------------------
                                  Address:



                                  MARC ROCHEFORT


                                  ----------------------------------------
                                  Address:



<PAGE>

                                  PETER HILL RANKIN


                                  ----------------------------------------
                                  Address:



<PAGE>

                                  NEIL MCDONNELL


                                  ----------------------------------------
                                  Address:



<PAGE>

                                  WARREN CREE


                                  ----------------------------------------
                                  Address:


<PAGE>
                                  CY TORDIFFE


                                  ----------------------------------------
                                  Address:



<PAGE>

                                  PAUL LUI


                                  ----------------------------------------
                                  Address:



<PAGE>

                                CONSENT OF SPOUSE

     The undersigned is the spouse of [________________], a Shareholder (as such
term  is  defined  therein)  in the  foregoing  Voting  Agreement  (the  "Voting
Agreement")  dated  as  of  April  12,  2004,  among  At  Road,  Inc.,  and  the
shareholders of MDSI Mobile Data Solutions Inc. (the  "Company")  party thereto.
Capitalized  terms used herein but not otherwise  defined  herein shall have the
meanings ascribed thereto in the Voting Agreement.

     I hereby  acknowledge  that I have carefully  reviewed the Voting Agreement
and such other  documents as I have deemed  appropriate.  I have  discussed  the
contents of the Voting Agreement, to the extent I felt necessary,  with my legal
counsel. I understand fully the transactions  described in the Voting Agreement,
and I hereby approve of and consent to all such transactions. I am aware that by
the provisions of the Voting Agreement, my spouse agrees, among other things, to
vote all of the  outstanding  shares of common stock of Company that he now owns
or hereafter  acquires (the  "Company  Common  Shares"),  including my community
property interest therein, if any, in accordance with the Voting Agreement,  and
that my spouse agrees,  among other things,  to certain  matters  related to the
control and  disposition of Company Common Shares.  I hereby agree, on behalf of
myself  and all  persons  who may  claim  on my  behalf,  that  upon  any  legal
separation from or dissolution of my marriage to my present spouse,  or upon the
death of my spouse,  neither I nor  anyone  claiming  on my behalf  will seek to
partition my or my spouse's community property interest in Company Common Shares
and that in any such event I shall be entitled  only to the value of my interest
in such Company Common  Shares,  if any, and that I shall have no claim or right
to Company Common Shares themselves.


                                  EXECUTED this 12th day of April, 2004.


                                  ----------------------------------------


<PAGE>
                                                                       EXHIBIT A
                                                                       ---------


                              LIST OF SHAREHOLDERS


<TABLE>
                                                        Number of Company       Number of Company Common
                                                      Common Shares Owned of            Shares
          Name of Shareholder                               Record                  Beneficially Owned
          -------------------                               ------                  ------------------
<S>                                                     <C>                      <C>
Erik Dysthe                                                  47,996                    213,496 (1)
Erik Dysthe Holdings Co.                                    326,898                    326,898
Peter Hill Rankin                                            45,765                    115,765 (2)
Glenn Kumoi                                                   2,367                     34,867 (3)
Tommy Lee                                                     7,101                     55,101 (4)
Robert C. Harris, Jr.                                        62,330                    113,330 (5)
David R. Van Valkenburg                                      15,000                     51,000 (6)
Peter Ciceri                                                     --                     21,000 (7)
Marc Rochefort                                                1,430                     23,805 (8)
Neil McDonnell                                                   --                     25,000 (9)
Warren Cree                                                      --                     19,000 (10)
Cy Tordiffe                                                   5,010                     29,260 (11)
Paul Liu                                                      4,592                     29,592 (12)


(1)   Options exercisable to acquire 165,500 common shares.
(2)   Includes options exercisable to acquire 70,000 common shares.
(3)   Includes options exercisable to acquire 32,500 common shares.
(4)   Includes options exercisable to acquire 48,000 common shares.
(5)   Includes options exercisable to acquire 51,000 common shares.
(6)   Includes options exercisable to acquire 36,000 common shares.
(7)   Options exercisable to acquire 21,000 common shares.
(8)   Includes options exercisable to acquire 22,375 common shares.
(9)   Options exercisable to acquire 25,000 common shares.
(10)  Options exercisable to acquire 19,000 common shares.
(11)  Includes options exercisable to acquire 24,250 common shares.
(12)  Includes options exercisable to acquire 25,000 common shares.
</TABLE>





<PAGE>

                                                                       EXHIBIT B



                                      PROXY


     The  undersigned   shareholder  of  MDSI  Mobile  Data  Solutions  Inc.,  a
corporation organized and existing under the laws of Canada ("Company"),  hereby
irrevocably  (to the fullest extent  permitted by law) appoints the directors on
the Board of Directors of At Road, Inc., a Delaware corporation ("Parent"),  and
each  of  them,  as  the  sole  and  exclusive  attorneys  and  proxies  of  the
undersigned,  with full power of substitution  and  resubstitution,  to vote and
exercise all voting and related rights (to the full extent that the  undersigned
is  entitled  to do so) with  respect to all of the  Shares (as  defined in that
certain  Voting  Agreement of even date  herewith by and between  Parent and the
shareholders of Company party thereto,  including the  undersigned  (the "Voting
Agreement"))   that  now  are  or  hereafter  may  be  owned  of  record  and/or
beneficially  in  accordance  with the terms of this Proxy.  The Shares owned of
record and/or  beneficially by the undersigned  shareholder of Company as of the
date of this  Proxy  are  listed  on the  final  page of this  Proxy.  Upon  the
undersigned's  execution of this Proxy,  any and all prior  proxies given by the
undersigned  with  respect to any Shares and the matters in clauses (a), (b) and
(c) of the third  paragraph of this Proxy are hereby revoked and the undersigned
agrees not to grant any  subsequent  proxies  with  respect to the Shares  until
after the Expiration  Date (as defined  below).  Capitalized  terms used and not
defined  herein  have the  respective  meanings  ascribed  to them in the Voting
Agreement.

     This Proxy is coupled  with an  interest  and is  granted  pursuant  to the
Voting  Agreement and is granted in  consideration  of Parent entering into that
certain Combination Agreement (the "Combination Agreement"), among Parent, Orion
Exchangeco,  Ltd.  and Company  pursuant to which Parent will acquire all of the
outstanding share capital of Company (the  "Arrangement").  As used herein,  the
term  "Expiration  Date"  shall mean the  earlier to occur of (a) the  Effective
Time,  (b) after the date that  Parent  is no  longer  potentially  entitled  to
receive any payments upon termination of the Combination  Agreement  pursuant to
Section 8.3 of the Combination Agreement, (c) after payment of a termination fee
pursuant  to  Section  8.3(b) of the  Combination  Agreement  and (d) as between
Parent and the undersigned, agreement of Parent and the undersigned to terminate
the Voting Agreement with respect to the undersigned.

     The  attorneys  and  proxies  named  above,  and each of them,  are  hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's  attorney and proxy to vote the Shares, and to
exercise all voting,  consent and similar rights of the undersigned with respect
to the Shares (including,  without limitation,  the power to execute and deliver
written  consents)  at every  meeting of the  shareholders  of Company,  however
called,  and in every action by written consent by the  shareholders of Company:
(a) in favor of the  approval  and adoption of the  Combination  Agreement,  the
Arrangement and all the transactions  contemplated by the Combination  Agreement
and otherwise in such manner as may be necessary to consummate the  Arrangement;
(b) except as otherwise  agreed to in writing in advance by Parent,  against any
action, proposal,  agreement or transaction that is intended or could reasonably
be  expected  to  result  in a breach of any  covenant,  obligation,  agreement,
representation or warranty of Company contained in the Combination  Agreement or
of the


<PAGE>


undersigned  contained  in the Voting  Agreement;  and (c)  against  any action,
proposal,  agreement  or  transaction,   including,  but  not  limited  to,  any
Acquisition Proposal (other than the Arrangement,  the Combination  Agreement or
the transactions  contemplated  thereby),  that could be reasonably  expected to
result in any of the conditions to Company's  obligations  under the Combination
Agreement  (whether or not  theretofore  terminated) not being fulfilled or that
could  reasonably  be expected  to impede,  interfere  with or  prevent,  delay,
postpone,   discourage  or  adversely  affect  the  Combination  Agreement,  the
Arrangement or the Voting Agreement.

     The  attorneys  and proxies  named above may not exercise this Proxy on any
other matter except as provided above. The undersigned  Shareholder may vote the
Shares on all other matters.

     Any  obligation  of the  undersigned  hereunder  shall be binding  upon the
successors and assigns of the undersigned.

     This  Proxy  shall  terminate,  and  be of no  further  force  and  effect,
automatically upon the Expiration Date.


Dated:  __________ __, 2004



                          Signature of Shareholder:
                                                    ---------------------------

                          Print Name of Shareholder:
                                                     --------------------------

                          Number of Company Common Shares owned of record:

                                         -----------      Company Common Shares

                          Number of Company Common Shares beneficially owned:

                                         -----------      Company Common Shares



                            [Signature Page to Proxy]







<PAGE>



                                    EXHIBIT B

                           FORM OF COMPANY RESOLUTION


                          RESOLUTION FOR CONSIDERATION
                    AT THE SPECIAL MEETING OF SHAREHOLDERS OF
                                   METEOR INC.



BE IT RESOLVED THAT:

1.   The  arrangement  (the  "Arrangement")  under  Section  192 of  the  Canada
     Business Corporations Act (the "CBCA") involving Meteor Inc. ("Meteor"), as
     more particularly  described and set forth in the management proxy circular
     (the "Circular") of Meteor  accompanying the notice of this meeting (as the
     Arrangement  may be or  may  have  been  modified  or  amended)  is  hereby
     authorized, approved and adopted.

2.   The plan of arrangement (the "Plan of Arrangement")  involving Meteor,  the
     full  text of which is set out in Annex C to the  Circular  (as the Plan of
     Arrangement  may be or  may  have  been  modified  or  amended)  is  hereby
     authorized, approved and adopted.

3.   The  Combination  Agreement  dated April 12, 2004 between  Asteroid,  Inc.,
     Orion  Exchangeco,  Ltd.  and Meteor  (the  "Combination  Agreement"),  the
     actions of the  directors of Meteor in approving  the  Arrangement  and the
     actions of the directors and officers of Meteor in executing and delivering
     the Combination  Agreement are hereby  ratified,  authorized,  approved and
     adopted.

4.   Notwithstanding  that this  resolution has been passed (and the Arrangement
     adopted) by the  shareholders  of Meteor or that the  Arrangement  has been
     approved by the Supreme Court of British Columbia,  the directors of Meteor
     are hereby authorized and empowered (i) to amend the Combination  Agreement
     or the Plan of Arrangement to the extent permitted thereby, and (ii) not to
     proceed with the Arrangement  without further  approval of the shareholders
     of  Meteor,  but  only  if  the  Combination  Agreement  is  terminated  in
     accordance with Article VIII thereof.

5.   Any officer or director of Meteor is hereby authorized and directed for and
     on behalf of Meteor to execute, under the seal of Meteor or otherwise,  and
     to  deliver  articles  of  arrangement  and  such  other  documents  as are
     necessary or desirable to the Director  under the CBCA in  accordance  with
     the Combination Agreement for filing.

6.   Any officer or director of Meteor is hereby authorized and directed for and
     on behalf of Meteor to execute or cause to be  executed,  under the seal of
     Meteor or  otherwise,  and to  deliver or cause to be  delivered,  all such
     documents,  agreements  and  instruments  and to  perform  or  cause  to be
     performed all such other acts and things as in such person's opinion may be
     necessary or desirable to give full effect to the foregoing resolutions and
     the  matters  authorized  hereby,  such  determination  to be  conclusively
     evidenced by the execution and delivery of any such  documents,  agreements
     or instruments and the taking of any such actions.



<PAGE>



                                    EXHIBIT C

                           FORM OF PLAN OF ARRANGEMENT
                                UNDER SECTION 192
                     OF THE CANADA BUSINESS CORPORATIONS ACT



                                   ARTICLE 1
                                 INTERPRETATION

1.1  Definitions

In this Plan of Arrangement,  unless there is something in the subject matter or
context  inconsistent  therewith,  the following terms shall have the respective
meanings  set out below and  grammatical  variations  of such  terms  shall have
corresponding meanings:

     "Affiliate" has the meaning ascribed thereto in the CBCA.

     "Arrangement"  means an  arrangement  under  section 192 of the CBCA on the
     terms and subject to the  conditions  set out in this Plan of  Arrangement,
     subject to any amendments or variations thereto made in accordance with the
     Combination Agreement,  this Plan of Arrangement,  or made at the direction
     of the Court in the Final Order.

     "Arrangement  Resolution"  means  the  special  resolution  of the  Company
     Securityholders,  to be  substantially in the form and content of Exhibit B
     to the Combination Agreement.

     "Articles of  Arrangement"  means the articles of arrangement of Company in
     respect of the Arrangement  that are required by the CBCA to be sent to the
     Director after the Final Order is made.

     "Business  Day"  means  any day on  which  commercial  banks  are  open for
     business in  Vancouver,  British  Columbia and San  Francisco,  California,
     other  than  a  Saturday,  a  Sunday  or a day  observed  as a  holiday  in
     Vancouver,  British  Columbia  under  applicable  laws or in San Francisco,
     California under applicable laws.

     "CBCA" means the Canada Business  Corporations Act, as now in effect and as
     it may be amended from time to time prior to the Effective Date.

     "Callco" means 3087761 Nova Scotia Company,  an unlimited liability company
     existing under the laws of Nova Scotia, and being a wholly-owned subsidiary
     of Parent.

     "Canadian Resident" means a resident of Canada for purposes of the ITA.

     "Cash Exercise" has the meaning ascribed thereto in the section 2.2(2)(b).

     "Cash Payment " has the meaning ascribed thereto in the section 2.2(1)(g).


<PAGE>

                                      -2-


     "Cashless  Exercise  " has the  meaning  ascribed  thereto  in the  section
     2.2(2)(b).

     "Certificate"  means the  certificate of  arrangement  giving effect to the
     Arrangement,  issued  pursuant to  subsection  192(7) of the CBCA after the
     Articles of Arrangement have been filed.

     "Change in Law Exchange Date" has the meaning  ascribed  thereto in section
     5.3(2).

     "Combination  Agreement" means the combination  agreement dated as of April
     12,  2004  by  and  among  Parent,  Exchangeco  and  Company,  as  amended,
     supplemented and/or restated in accordance therewith prior to the Effective
     Date, providing for, among other things, the Arrangement.

     "Company"  means MDSI Mobile Data  Solutions  Inc., a corporation  existing
     under the laws of Canada.

     "Company Circular" means the notice of the Company Meeting and accompanying
     management  information  circular,  including all appendices thereto, to be
     sent to Company Securityholders in connection with the Company Meeting.

     "Company Common Shares" means the outstanding  common shares in the capital
     of Company.

     "Company  Meeting"  means the special  meeting of Company  Securityholders,
     including any adjournment or postponement thereof, to be called and held in
     accordance with the Interim Order to consider the Arrangement.

     "Company Meeting Date" means the date of the Company Meeting.

     "Company Purchase Plan" means the Company 2002 Stock Purchase Plan.

     "Company Securityholders" means Company Shareholders and holders of Company
     Options.

     "Company Shareholders" means Holders of Company Common Shares.

     "Company Stock Options" means the options to purchase Company Common Shares
     granted under the Company Stock Option Plans.

     "Company Stock Option Plans" means, collectively,  the Company's 1995 Stock
     Option Plan, the Company's 1996 Stock Option Plan, the Company's 1997 Stock
     Option Plan, the Company's 1998 Stock Option Plan, the Company's 1999 Stock
     Option  Plan,   the   Company's   2000  Stock  Option  Plan,   as  amended,
     supplemented,  restated or replaced  from time to time,  and the 1998 Stock
     Option Plan for Connectria Corporation (formerly Catalyst Solutions, Inc.).

     "Court" means the Supreme Court of British Columbia.


<PAGE>
                                      -3-



     "Current Market Price" has the meaning ascribed thereto in the Exchangeable
     Share Provisions.

     "Depositary" means Computershare Trust Company of Canada at its offices set
     out in the Letter of Transmittal and Election Form.

     "Director"  means the  Director  appointed  pursuant  to section 260 of the
     CBCA.

     "Dissent Rights" has the meaning ascribed thereto in section 3.1.

     "Dissenting  Shareholder"  means a holder  of  Company  Common  Shares  who
     dissents  in  respect  of the  Arrangement  in strict  compliance  with the
     Dissent Rights.

     "Dividend  Amount" means an amount equal to the full amount of all declared
     and  unpaid  dividends  on an  Exchangeable  Share  held by a holder on any
     dividend  record date which  occurred prior to the date of purchase of such
     share by Callco or Parent from such holder.

     "Effective Date" means the date shown on the Certificate.

     "Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date.

     "Election  Deadline"  means  5:00  p.m.  (Vancouver  time) at the  place of
     deposit on the date which is five Business  Days after the Company  Meeting
     Date.

     "Electing   Shareholder"  has  the  meaning  ascribed  thereto  in  Section
     2.2(1)(g).

     "Excess Amount" means with respect to a Company  Shareholder the difference
     between (i) the amount of cash such Company Shareholder would have received
     if the Total Cash Amount had not exceeded  the Maximum Cash  Consideration,
     and (ii) the amount in cash effectively payable to such Company Shareholder
     pursuant to section 2.2(1).

     "Exchange Ratio" means, subject to adjustment,  if any, as provided herein,
     0.75.

     "Exchangeable  Shares"  means  the  non-voting  exchangeable  shares in the
     capital of  Exchangeco,  having the rights,  privileges,  restrictions  and
     conditions set out in the Exchangeable Share Provisions.

     "Exchangeable Share Provisions" means the rights, privileges,  restrictions
     and  conditions   attaching  to  the  Exchangeable  Shares,  which  rights,
     privileges, restrictions and conditions shall be as set out in Appendix 1.

     "Exchangeable  Share Voting Event" has the meaning  ascribed thereto in the
     Exchangeable Share Provisions.

     "Exchangeco" means Orion Exchangeco, Ltd., a corporation existing under the
     laws of British  Columbia and being an indirect  subsidiary of Parent and a
     corporation for U.S. federal income tax purposes.




<PAGE>

                                      -4-



     "Exempt  Exchangeable  Share Voting Event" has the meaning ascribed thereto
     in the Exchangeable Share Provisions.

     "Exercise Price" has the meaning ascribed thereto in the section 2.2(2)(c).

     "Final Order" means the final order of the Court  approving the Arrangement
     as such order may be  amended or varied at any time prior to the  Effective
     Date or, if appealed,  then,  unless such appeal is withdrawn or denied, as
     affirmed or amended on appeal.

     "Governmental  Entity" means any court,  administrative  agency,  tribunal,
     bureau,  board,  commission,  public authority,  governmental or regulatory
     authority,  agency,  ministry,  crown  corporation  or other  law,  rule-or
     regulation-making  entity,  domestic or foreign, or any  quasi-governmental
     body,  self-regulatory  organization or stock exchange,  including  without
     limitation the Toronto Stock Exchange or the NASDAQ.

     "Holders" means, (a) when used with reference to any shares, the holders of
     such shares  shown from time to time in the  register  maintained  by or on
     behalf of the applicable  corporation in respect  thereof and (b) when used
     with  reference to Company  Options means the holders  thereof from time to
     time.

     "Interim  Order" means the interim  order of the Court,  as the same may be
     amended,  in respect of the  Arrangement as  contemplated by section 2.2 of
     the Combination Agreement.

     "ITA" means the Income Tax Act (Canada), as amended.

     "Letter of  Transmittal  and Election Form" means the letter of transmittal
     and election form for use by Company  Shareholders in the form accompanying
     the Company Circular.

     "Liquidation  Amount" has the meaning  ascribed thereto in the Exchangeable
     Share Provisions.

     "Liquidation  Call  Purchase  Price" has the  meaning  ascribed  thereto in
     section 5.1(1).

     "Liquidation  Call  Right"  has the  meaning  ascribed  thereto  in section
     5.1(1).

     "Liquidation  Date" has the meaning  ascribed  thereto in the  Exchangeable
     Share Provisions.

     "Maximum Cash Consideration" means $19,500,000.

     "NASDAQ"  means the Nasdaq  National  Market or other market or exchange on
     which Parent Common Shares are traded.

     "Parent"  means At Road,  Inc., a  corporation  existing  under the laws of
     Delaware.

     "Parent Call Right" has the meaning ascribed thereto in section 5.3(1).

     "Parent Call Purchase  Price" has the meaning  ascribed  thereto in section
     5.3(1).


<PAGE>

                                      -5-



     "Parent  Common  Shares" means the shares of common stock in the capital of
     Parent with par value of $0.0001 per share.

     "Parent  Control  Transaction"  has the  meaning  ascribed  thereto  in the
     Exchangeable Share Provisions.

     "Per Share Cash Consideration" means $9.00.

     "Person"  means  any  individual,  corporation  (including  any  non-profit
     corporation),  general partnership,  limited partnership, limited liability
     partnership,  joint venture,  estate, trust, company (including any limited
     liability  company  or joint  stock  company),  firm or  other  enterprise,
     association, organization, entity or Governmental Entity.

     "Plan of Arrangement",  "hereof", "hereunder" and similar expressions means
     this Plan of Arrangement,  including the appendices hereto and includes any
     agreement or instrument supplementary or ancillary hereto.

     "Redemption  Call  Purchase  Price"  has the  meaning  ascribed  thereto in
     section 5.2(1).

     "Redemption Call Right" has the meaning ascribed thereto in section 5.2(1).

     "Redemption  Date" has the  meaning  ascribed  thereto in the  Exchangeable
     Share Provisions.

     "Redemption  Price" has the meaning  ascribed  thereto in the  Exchangeable
     Share Provisions.

     "Retraction   Call  Right"  has  the  meaning   ascribed   thereto  in  the
     Exchangeable Share Provisions.

     "Share Payment" has the meaning ascribed thereto in section 2.2(1)(g).

     "Special Voting Share" has the meaning  ascribed  thereto in the Voting and
     Exchange Trust Agreement.

     "Stamp Taxes" means all stamp,  registration  and transfer taxes and duties
     or their  equivalents plus interest and penalties in respect thereof in all
     jurisdictions where such taxes and duties are payable as a result of any of
     the transactions contemplated by this Plan of Arrangement.

     "Support  Agreement" means the Exchangeable  Share Support  Agreement to be
     made among Parent and Exchangeco in connection with the Plan of Arrangement
     substantially  in the form and  content  of  Exhibit  D to the  Combination
     Agreement,  with such  changes  thereto as the  parties to the  Combination
     Agreement, acting reasonably, may agree.

     "Total Cash Amount" has the meaning ascribed thereto in section 2.2(1)(g).


<PAGE>

                                      -6-



     "Total  Transaction  Consideration"  means the sum of the number of Company
     Common  Shares at the Time of  Closing  multiplied  by the Per  Share  Cash
     Consideration.

     "Transfer Agent" has the meaning ascribed thereto in section 5.1(2).

     "Trustee" means the trustee to be chosen by Parent,  acting reasonably,  to
     act as trustee  under the  Voting and  Exchange  Trust  Agreement,  being a
     corporation  organized and existing under the laws of Canada and authorized
     to carry on the business of a trust company in all the provinces of Canada,
     and any successor  trustee  appointed  under the Voting and Exchange  Trust
     Agreement.

     "Voting and Exchange Trust  Agreement"  means an agreement to be made among
     Parent,  Exchangeco  and  the  Trustee  in  connection  with  the  Plan  of
     Arrangement  substantially  in the form and  content  of  Exhibit  E to the
     Combination  Agreement,  with such  changes  thereto as the  parties to the
     Combination Agreement, acting reasonably, may agree.

1.2  Sections and Headings

The  division of this Plan of  Arrangement  into  articles  and sections and the
insertion of headings are for  reference  purposes only and shall not affect the
interpretation  of this Plan of Arrangement.  Unless  otherwise  indicated,  any
reference  in this Plan of  Arrangement  to an article,  a section or an exhibit
refers  to the  specified  article  or  section  of or  exhibit  to this Plan of
Arrangement.

1.3  Number, Gender and Persons

In this Plan of  Arrangement,  unless  the  context  otherwise  requires,  words
importing  the  singular  number  include  the  plural  and vice versa and words
importing any gender include all genders.

1.4  Date for any Action

In the event that any date on which any action is required to be taken hereunder
by any Person is not a Business  Day,  such action shall be required to be taken
on the next succeeding day which is a Business Day.

                                   ARTICLE 2
                                   ARRANGEMENT

2.1  Binding Effect

This Plan of Arrangement  will become effective at, and be binding at and after,
the  Effective  Time on (i) Company,  Parent,  Callco and  Exchangeco;  (ii) all
Holders and all  beneficial  owners of Company  Common  Shares and Company Stock
Options; (iii) all Holders and all beneficial owners of Exchangeable Shares from
time to time;  (iv) all Holders and  beneficial  owners of Parent  Common Shares
received in exchange for Company Common Shares;  and (v) all Persons who receive
cash pursuant to section 2.2(1).


<PAGE>


                                      -7-



2.2  Arrangement

Commencing at the Effective  Time, the following shall occur and shall be deemed
to occur in the following order (except that the issuance of Exchangeable Shares
pursuant to section 2.2(1)(e) and the entering into of the Support Agreement and
the Voting and Exchange Trust  Agreement  pursuant to section 2.2(4) shall occur
and  shall be  deemed  to  occur  simultaneously)  without  any  further  act or
formality:

(1)  All of outstanding  Company Common Shares held by each Company  Shareholder
     other than

     (a)  Company Common Shares held by a Holder which has exercised its Dissent
          Rights  and is  ultimately  entitled  to be paid the fair value of its
          Company Common Shares, and

     (b)  Company Common Shares held by Parent or any Affiliate thereof

shall be transferred by the Holder thereof to Exchangeco,  free and clear of all
liens, claims and encumbrances,

     (c)  for that number of fully paid and non-assessable  Parent Common Shares
          equal to the product of the total number of such Company Common Shares
          held by that Company Shareholder multiplied by the Exchange Ratio, or

     (d)  for an amount in cash  payable by  Exchangeco  equal to the product of
          the total  number of such Company  Common  Shares held by that Company
          Shareholder multiplied by the Per Share Cash Consideration (subject to
          adjustment as provided in (g)), or

     (e)  for that number of fully paid and non-assessable  Exchangeable  Shares
          (and  certain  ancillary  rights)  equal to the  product  of the total
          number of such Company Common Shares held by that Company  Shareholder
          multiplied by the Exchange Ratio,

the  whole as set  forth in the  Company  Shareholder's  validly  completed  and
delivered  Letter  of  Transmittal  and  Election  Form  delivered  prior to the
Election Deadline; provided that:

     (f)  notwithstanding  the  foregoing,  only  Company  Shareholders  who are
          either (i) Canadian  Residents who hold such Company  Common Shares on
          their own behalf,  or (ii) Persons who hold such Company Common Shares
          on behalf of one or more  Canadian  Residents,  shall be  entitled  to
          elect to receive  Exchangeable  Shares in respect of any such  Company
          Common  Shares as set out in (e) above,  and any  elections to receive
          Exchangeable  Shares made by any other  Company  Shareholder  shall be
          invalid  and the  Company  Common  Shares  of any  invalidly  electing
          holders shall be deemed to have been transferred to Exchangeco  solely
          in consideration for Parent Common Shares pursuant to (c) above; and


<PAGE>


                                      -8-



     (g)  if the total amount (the "Total Cash  Amount")  which would be payable
          in cash by  Exchangeco  to Holders of Company  Common Shares that have
          validly  completed and delivered  Letters of Transmittal  and Election
          Forms to elect to  receive  cash as set  forth in (d)  above  (each an
          "Electing  Shareholder") exceeds the Maximum Cash Consideration,  each
          Electing  Shareholder shall receive,  in lieu of the consideration set
          out in section (d) above, a combination  of cash (the "Cash  Payment")
          equal to such  Electing  Shareholder's  pro rata share of the  Maximum
          Cash  Consideration  and a number of either  Parent Common Shares (for
          Holders who are not Canadian  Residents) or  Exchangeable  Shares (for
          Holders who are Canadian  Residents) (the "Share Payment")  calculated
          according to the following formula:

     (i)  The Cash Payment shall be calculated based on the following formula:

                        A    =    B(C)
                                 -----
                                   D

                    Where:         A =   The cash payment payable to the
                                         Electing Shareholder making the Cash
                                         Election

                                   B =   The number of Company Common Shares
                                         held by the Electing Shareholder
                                         making the Cash Election

                                   C =   Maximum Cash Consideration

                                   D =   Total number of Company Common
                                         Shares held by all of the Electing
                                         Shareholders making the Cash Election

     (ii) The Share Payment shall be calculated based on the following formula:

                        W    =    X-Y
                                 -----
                                   Z

                    Where:         W =   The number of Parent Common Shares (for
                                         Electing Shareholders who are not
                                         Canadian Residents) or Exchangeable
                                         Shares (for Electing Shareholders who
                                         are Canadian Residents) issuable to the
                                         Electing Shareholder making the Cash
                                         Election

                                   X =   The number of Company Common Shares
                                         held by the Electing Shareholder making
                                         the Cash Election multiplied by $9.00

                                   Y -   Cash Payment payable to the Electing
                                         Shareholder making the Cash Election



<PAGE>

                                      -9-



                                   Z =   $12.00

Any Company  Shareholder  may elect for any one (but only one) of the  elections
referred  to in section  (c),  (d) or (e) above at any time  until the  Election
Deadline by executing and delivering a Letter of Transmittal  and Election Form.
Any Company Shareholder who is not a resident of Canada who has not made such an
election  prior to the  Election  Deadline  shall be deemed to have  elected  to
receive  Parent  Common  Shares  pursuant  to  section  (c) above.  Any  Company
Shareholder  who is a resident of Canada who has not made such an election prior
to the Election Deadline shall be deemed to have elected to receive Exchangeable
Shares pursuant to (e) above.

(2)  (a)  Each Company Stock Option that becomes  exercisable as a result of the
          Arrangement,  notwithstanding  any  contingent  vesting  provisions to
          which it might  otherwise  have  been  subject,  shall be deemed to be
          conditionally  vested and exercisable  only as part of the Arrangement
          unless  otherwise  agreed to by the holder of the Company Stock Option
          and the Parent.

     (b)  Each holder of a Company Stock Option (including,  without limitation,
          Company Stock Options  referred to in  subparagraph  (a)) may elect to
          conditionally  exercise one or more Company  Stock  Options as part of
          the  Arrangement  by delivering  to the  Depositary on or prior to the
          Election  Deadline  (i) a notice of the  conditional  exercise of such
          holder's Company Stock Options  indicating whether the holder elects a
          "Cash Exercise" or a "Cashless  Exercise" and (ii) a validly completed
          Letter of Transmittal  and Election Form electing  whether such holder
          wishes to receive Parent Shares, Exchangeable Shares or Per Share Cash
          Consideration   pursuant   to   Sections   2.2(1)(c),   (d)  or   (e),
          respectively,  hereof in exchange for the Company Common Shares issued
          to or received by the holder pursuant to the exercise of such holder's
          Company Stock Options.

     (c)  Each "Cash Exercise" shall be accompanied by a certified check or bank
          draft in an amount equal to the product  obtained by  multiplying  the
          number of Common  Shares in respect of which the Company  Stock Option
          is conditionally  exercised (the "Number of Options Exercised") by the
          exercise price per Company Stock Option (the "Exercise Price"). In the
          event of a "Cashless Exercise",  the holder shall transfer the Company
          Stock  Option to the Company in exchange  for  Company  Common  Shares
          using the following formula:

                        X    =    Y(A-B)
                                  -----
                                    A

                    Where:         X =   The number of shares of Company Common
                                         Shares to be issued to the Company
                                         Stock Option holder

                                   Y =   The number of Company Common Shares
                                         under the holder's Company Stock Option
                                         with respect to which such option is
                                         exercised

                                   A =   The product of 0.75 multiplied by the
                                         weighted average closing trading price
                                         of the Parent Shares


<PAGE>

                                      -10-



                                         on NASDAQ for the last ten trading days
                                         preceding the Election Deadline

                                   B =   The Exercise Price (if in Canadian
                                         dollars, converted into U.S. Dollars
                                         based on the noon buying rates in New
                                         York City for cable transfers payable
                                         in Canadian dollars, as certified for
                                         customs purposes by the Federal Reserve
                                         Bank of New York) as of the Election
                                         Deadline.

All  fractional  Company  Common  Shares  issuable  pursuant to the  exercise of
Company  Stock  Options  shall be rounded down to the next whole  share,  and no
consideration shall be paid in respect of such fraction.

     (d)  Any  holder of an "in the money"  option  who fails to elect  shall be
          deemed to have elected for a "Cashless  Exercise"  and to receive,  in
          exchange for the Company Common Shares issued or received  pursuant to
          the transfer of each Company Stock Option to the Company, Exchangeable
          Shares (if a Canadian  resident)  or Parent  Shares (if not a Canadian
          resident).

     (e)  At the Effective  Time,  every Company Stock Option which has not been
          exercised or deemed to have been exercised  shall be deemed  cancelled
          and each of the  Company  Stock  Option  Plans shall be deemed to have
          been terminated.

(3)  The names of the  Holders  of the  Company  Common  Shares  transferred  to
     Parentco  or  Exchangeco  pursuant  to sections  2.2(1)(c),  2.2(1)(d)  and
     2.2(1)(e)  shall be  removed  from the  applicable  register  of Holders of
     Company  Common Shares and added to the  applicable  register of holders of
     Parent Common Shares and/or  Exchangeable  Shares,  as the case may be, and
     Exchangeco shall be recorded as the registered Holder of the Company Common
     Shares so  exchanged  and  shall be  deemed to be the legal and  beneficial
     owner thereof.

(4)  Coincident  with the share  exchanges  set out in  sections  2.2(1)(c)  and
     2.2(1)(e),  Parent and Exchangeco  shall execute the Support  Agreement and
     Parent,  Exchangeco  and the Trustee  shall execute the Voting and Exchange
     Trust  Agreement and Parent shall issue to and deposit with the Trustee the
     Special Voting Share, in consideration of the payment to Parent of US$1.00,
     to be thereafter held of record by the Trustee as trustee for and on behalf
     of, and for the use and benefit of, the holders of the Exchangeable  Shares
     in accordance with the Voting and Exchange Trust  Agreement.  All rights of
     holders  of  Exchangeable  Shares  under  the  Voting  and  Exchange  Trust
     Agreement  shall be received by them as part of the property  receivable by
     them under section 2.2(1)(e), in exchange for the Company Common Shares for
     which they were exchanged.

2.3  Tax Election

Each beneficial owner of Company Common Shares who is a Canadian Resident (other
than any such owner who is exempt from tax under Part I of the ITA), and who has
validly  elected or deemed to have  elected  (or for whom the holder has validly
elected on such beneficial owner's



<PAGE>

                                      -11-



behalf) to receive  consideration  that  includes  Exchangeable  Shares shall be
entitled to make an income tax election  pursuant to subsection 85(1) of the ITA
or, if such beneficial owner is a partnership,  subsection 85(2) of the ITA (and
in each case, where applicable,  the corresponding  provisions of any applicable
provincial  income tax legislation)  with respect to the transfer of its Company
Common  Shares to  Exchangeco  by providing  two signed  copies of the necessary
prescribed  election  form(s) to the  Depositary  within 90 days  following  the
Effective  Date, duly completed with the details of the number of Company Common
Shares  transferred  and the applicable  agreed amounts for the purposes of such
elections.  Thereafter, subject to the election forms being correct and complete
and complying with the provisions of the ITA (or the corresponding provisions of
any applicable  provincial income tax legislation),  the forms will be signed by
Exchangeco and returned to such  beneficial  owner of Company Common Shares,  as
applicable,  within 30 days  after the  receipt  thereof by the  Depositary  for
filing  with the Canada  Revenue  Agency (or the  applicable  provincial  taxing
authority) by such beneficial owner.  Exchangeco will not be responsible for the
proper  completion of any election form and, except for Exchangeco's  obligation
to return duly  completed  election  forms which are received by the  Depositary
within 90 days of the Effective  Date,  within 30 days after the receipt thereof
by the Depositary, Exchangeco will not be responsible for any taxes, interest or
penalties  resulting  from the failure by a beneficial  owner of Company  Common
Shares to properly  complete or file the  election  forms in the form and manner
and within the time prescribed by the ITA (or any applicable  provincial  income
tax  legislation).  In its sole  discretion,  Exchangeco  may choose to sign and
return an election form received by the  Depositary  more than 90 days following
the Effective Date, but Exchangeco will have no obligation to do so.

2.4  Adjustments to Exchange Ratio

The  Exchange  Ratio shall be adjusted to reflect  fully the effect of any stock
split,  reverse split, stock dividend (including any dividend or distribution of
securities convertible into Parent Common Shares or Company Common Shares, other
than stock dividends paid in lieu of ordinary course dividends),  consolidation,
reorganization,  recapitalization  or other like change  with  respect to Parent
Common  Shares  or  Company  Common  Shares  occurring  after  the  date  of the
Combination Agreement and prior to the Effective Time.

                                   ARTICLE 3
                                RIGHTS OF DISSENT

3.1  Rights of Dissent

Holders of Company Common Shares may exercise  rights of dissent with respect to
such  shares  pursuant to and in the manner set forth in section 190 of the CBCA
and this section 3.1 (the "Dissent  Rights") in connection with the Arrangement;
provided  that,  notwithstanding  subsection  190(5)  of the CBCA,  the  written
objection to the Arrangement  Resolution referred to in subsection 190(5) of the
CBCA must be received by Company  not later than 5:00 p.m.  (Vancouver  time) on
the Business Day preceding the Company Meeting. Holders of Company Common Shares
who duly exercise such rights of dissent and who:

     (a)  are  ultimately  determined  to be  entitled to be paid fair value for
          their Company Common Shares,  shall be deemed to have transferred such
          Company Common



<PAGE>

                                      -12-



          Shares to Exchangeco  immediately prior to the Effective Time, without
          any further act or  formality,  and free and clear of any lien,  claim
          and  encumbrance,  and  such  shares  shall  be  cancelled  as of  the
          Effective Time, or

     (b)  are ultimately  determined not to be entitled,  for any reason,  to be
          paid fair value for their Company  Common  Shares,  shall be deemed to
          have   participated  in  the  Arrangement  on  the  same  basis  as  a
          non-dissenting  holder of  Company  Common  Shares  who did not make a
          valid election to receive Exchangeable Shares and shall receive Parent
          Common Shares in exchange for their Company Common Shares on the basis
          determined in accordance with section 2.2(1)(c) above;

but in no case shall Parent,  Callco,  Exchangeco,  the  Depositary or any other
Person be required  to  recognize  such  Dissenting  Shareholders  as holders of
Company Common Shares after the Effective Time, and the names of such Dissenting
Shareholders  shall be deleted from the  registers of holders of Company  Common
Shares at the Effective Time.

                                   ARTICLE 4

                   CERTIFICATES, CHEQUES AND FRACTIONAL SHARES

4.1  Issuance of Certificates Representing Exchangeable Shares

At or promptly  after the  Effective  Time,  Exchangeco  shall  deposit with the
Depositary,  for the  benefit of the Holders of Company  Common  Shares who will
receive  Exchangeable  Shares in connection with the  Arrangement,  certificates
representing that number of whole  Exchangeable  Shares to be delivered pursuant
to section  2.2(1)(e).  Upon surrender to the Depositary for  cancellation  of a
certificate which  immediately  prior to the Effective Time represented  Company
Common  Shares  which  were   exchanged  for   Exchangeable   Shares  under  the
Arrangement,  together with such other  documents and  instruments as would have
been required to effect the transfer of the Company Common Shares under the CBCA
and the bylaws of Exchangeco  and such other  documents and  instruments  as the
Depositary may reasonably  require,  the Holder of such surrendered  certificate
shall be entitled  to receive in exchange  therefor,  and the  Depositary  shall
deliver to such Holder, a certificate  representing that number (rounded down to
the nearest whole number) of Exchangeable Shares which such Holder has the right
to receive  (together with any dividends or  distributions  with respect thereto
pursuant to section 4.3 and any cash in lieu of fractional  Exchangeable  Shares
pursuant to section  4.4, in each case,  less any amounts  withheld  pursuant to
section 4.8), and the  certificate so surrendered  shall forthwith be cancelled.
In the event of a transfer of ownership of Company  Common  Shares which was not
registered in the transfer  records of Company,  a certificate  representing the
proper number of Exchangeable  Shares may,  subject to section 2.2, be issued to
the transferee if the certificate  which immediately prior to the Effective Time
represented Company Common Shares which Company Common Shares were exchanged for
Exchangeable  Shares  under the  Arrangement,  is  presented  to the  Depositary
accompanied  by all  documents  required to evidence  and effect such  transfer.
Until  surrendered as contemplated by this section 4.1, each  certificate  which
immediately  prior to the Effective  Time  represented  one or more  outstanding
Company   Common  Shares  which  Company   Common  Shares  were   exchanged  for
Exchangeable  Shares under the  Arrangement,  shall be deemed at all times after
the Effective  Time to represent  only the right to receive upon such  surrender
(i) the  certificate  representing  Exchangeable  Shares as contemplated by this
section



<PAGE>

                                      -13-



4.1,  (ii) a cash  payment  in lieu of any  fractional  Exchangeable  Shares  as
contemplated  by section 4.4 and (iii) any  dividends  or  distributions  with a
record date after the Effective Time theretofore paid or payable with respect to
Exchangeable  Shares as  contemplated  by section  4.3,  in each case,  less any
amounts withheld pursuant to section 4.8.

4.2  Exchange of Certificates for Parent Common Shares

At or promptly after the Effective Time,  Exchangeco  shall deposit or cause the
deposit with the  Depositary,  for the benefit of the Holders of Company  Common
Shares who will receive  Parent Common Shares on the  Arrangement,  certificates
representing that number of whole Parent Common Shares to be delivered  pursuant
to section  2.2(1)(c) or section  2.2(1)(g),  in the event the Total Cash Amount
exceeds the Maximum Cash Consideration, as the case may be, upon the exchange of
Company Common Shares.  Upon surrender to the Depositary for  cancellation  of a
certificate  which  immediately  prior to the Effective Time  represented one or
more Company  Common Shares which were  exchanged for Parent Common Shares under
the  Arrangement,  together with such other  documents and  instruments as would
have been required to effect the transfer of the Company Common Shares under the
CBCA and the bylaws of Exchangeco  and such other  documents and  instruments as
the  Depositary  may  reasonably   require,   the  Holder  of  such  surrendered
certificate  shall  be  entitled  to  receive  in  exchange  therefor,  and  the
Depositary shall deliver to such holder, a certificate  representing that number
(rounded  down to the nearest  whole  number) of Parent Common Shares which such
Holder has the right to receive  (together  with any dividends or  distributions
with respect thereto  pursuant to section 4.3 and any cash in lieu of fractional
Parent  Common Shares  pursuant to section 4.4 or otherwise  pursuant to section
2.2(1),  less any amounts withheld pursuant to section 4.8), and the certificate
so  surrendered  shall  forthwith  be  cancelled.  In the event of a transfer of
ownership  of Company  Common  Shares which was not  registered  in the transfer
records of  Company,  a  certificate  representing  the proper  number of Parent
Common  Shares may,  subject to section 2.2, be issued to the  transferee if the
certificate which  immediately  prior to the Effective Time represented  Company
Common  Shares which  Company  Common  Shares were  exchanged  for Parent Common
Shares under the Arrangement, is presented to the Depositary, accompanied by all
documents  reasonably  required to  evidence  and effect  such  transfer.  Until
surrendered  as  contemplated  by  this  section  4.2,  each  certificate  which
immediately  prior to the Effective  Time  represented  one or more  outstanding
Company  Common  Shares which Company  Common  Shares were  exchanged for Parent
Common  Shares  under the  Arrangement,  shall be deemed at all times  after the
Effective  Time to represent only the right to receive upon such surrender (i) a
certificate  representing  the  Parent  Common  Shares as  contemplated  by this
section 4.2, (ii) a cash payment in lieu of  fractional  Parent Common Shares as
contemplated by section 4.4 or otherwise  pursuant to section 2.2(1),  and (iii)
any  dividends  or  distributions  with a record date after the  Effective  Time
theretofore paid or payable with respect to Parent Common Shares as contemplated
by section 4.3, in each case, less any amounts withheld pursuant to section 4.8.

4.3  Distributions with Respect to Unsurrendered Certificates

No dividends or other  distributions  declared or made after the Effective  Time
with respect to  Exchangeable  Shares or Parent Common Shares with a record date
after  the  Effective  Time  shall by paid to the  Holder  of any  unsurrendered
certificate   which   immediately   prior  to  the  Effective  Time  represented
outstanding Company Common Shares which were exchanged pursuant to


<PAGE>

                                      -14-



section  2.2(1)(c),  2.2(1)(e)  or  2.2(1)(g),  as the case may be,  and no cash
payment in lieu of fractional  shares shall be paid to any such holder  pursuant
to section 4.4, unless and until the holder of such certificate  shall surrender
such  certificate  in  accordance  with  section 4.1 or 4.2, as the case may be.
Subject to applicable law, at the time of such surrender of any such certificate
(or, in the case of clause (iii) below, at the appropriate  payment date), there
shall be paid to the  Holder of the  certificates  representing  Company  Common
Shares  without  interest,  (i) the  amount  of any  cash  payable  in lieu of a
fractional share to which such holder is entitled  pursuant to section 4.4, (ii)
the amount of  dividends  or other  distributions  with a record  date after the
Effective  Time  theretofore  paid with  respect to the  Exchangeable  Shares or
Parent  Common  Shares,  as the case may be, to which  such  holder is  entitled
pursuant  hereto  and (iii) to the extent not paid  under  clause  (ii),  on the
appropriate  payment date, the amount of dividends or other distributions with a
record date after the Effective Time but prior to surrender and the payment date
subsequent  to surrender  payable with  respect to such  Exchangeable  Shares or
Parent Common Shares.

4.4  No Fractional Shares

No certificates representing fractional Exchangeable Shares or fractional Parent
Common Shares shall be issued upon the  surrender  for exchange of  certificates
pursuant to section 4.1 or 4.2 and no  dividend,  stock split or other change in
the  capital  structure  of  Exchangeco  or  Parent  shall  relate  to any  such
fractional  security and such  fractional  interests shall not entitle the owner
thereof to exercise any rights as a security holder of Exchangeco or Parent.  In
lieu of any such  fractional  securities,  each Person  otherwise  entitled to a
fractional  interest in an  Exchangeable  Share or Parent  Common  Share will be
entitled to receive a cash  payment  equal to such  Person's pro rata portion of
the net proceeds  after  expenses  received by the  Depositary  upon the sale of
whole  shares  representing  an  accumulation  of all  fractional  interests  in
Exchangeable  Shares or Parent Common  Shares,  as the case may be, to which all
such  Persons  would  otherwise  be  entitled.  The  Depositary  will  sell such
Exchangeable  Shares by  private  sale  (including  by way of sale  through  the
facilities  of any stock  exchange upon which the  Exchangeable  Shares are then
listed) as soon as reasonably  practicable  following the  Effective  Date.  The
aggregate net proceeds  after  expenses of such sale will be  distributed by the
Depositary,  pro rata in relation to the  respective  fractions,  among  Persons
otherwise entitled to receive fractional  interests in Exchangeable  Shares. The
Depositary  will  sell  such  Parent  Common  Shares  on the  NASDAQ  as soon as
reasonably  practicable following the Effective Date. The aggregate net proceeds
after expenses of such sale will be distributed by the  Depositary,  pro rata in
relation  to the  respective  fractions,  among  Persons  otherwise  entitled to
receive fractional interests in Parent Common Shares.

A holder of an  Exchangeable  Share shall not be  entitled to any  fraction of a
Parent Common Share upon the exercise by Callco of the Liquidation Call Right or
the  Redemption  Call Right or upon the  exercise  by Parent of the Parent  Call
Right and no certificates  representing  any such  fractional  interest shall be
issued and such holder otherwise entitled to a fractional  interest will receive
for such fractional  interest from Callco or Parent,  as the case may be, on the
designated  payment  date to the extent not paid by  Exchangeco  a cash  payment
equal to such fractional interest multiplied by the Current Market Price.


<PAGE>


                                      -15-



4.5  Lost Certificates

In the event any  certificate  which  immediately  prior to the  Effective  Time
represented one or more  outstanding  Company Common Shares which Company Common
Shares were then subsequently  exchanged pursuant to section 2.2 shall have been
lost,  stolen or destroyed,  upon the making of an affidavit of that fact by the
Person claiming such certificate to be lost, stolen or destroyed, the Depositary
will  issue  in  exchange  for  such  lost,  stolen  or  destroyed  certificate,
certificates  representing  Exchangeable  Shares or Parent  Common Shares (and a
cheque for any  dividends or  distributions  with  respect  thereto and any cash
pursuant to section 4.4)  deliverable  in  accordance  with section 2.2 and such
holder's Letter of Transmittal and Election Form. When  authorizing such payment
in exchange for any lost,  stolen or destroyed  certificate,  the Person to whom
cash  and/or  certificates  representing  Exchangeable  Shares or Parent  Common
Shares are to be issued shall, as a condition precedent to the issuance thereof,
give a bond  satisfactory  to  Company,  Exchangeco,  Callco,  Parent  and their
respective transfer agents in such sum as Company, Exchangeco,  Callco or Parent
may direct or otherwise indemnify Company, Exchangeco, Callco and Parent and the
Depositary in a manner  satisfactory to Company,  Exchangeco,  Callco and Parent
against any claim that may be made against Company, Exchangeco, Callco or Parent
with respect to the certificate alleged to have been lost, stolen or destroyed.

4.6  Cheques

At or  promptly  after the  Effective  Time,  Exchangeco  shall  deliver  to the
Depositary, for the benefit of holders of Company Common Shares who will receive
cash on the Arrangement, an amount of cash sufficient to pay the amounts payable
in cash by  Exchangeco  pursuant to section  2.2(1)(d).  Upon  surrender  to the
Depositary  for  cancellation  of a certificate  for one or more Company  Common
Shares,  the  Depositary  shall pay to such  holder the  amount to such  Company
Shareholder pursuant to section 2.2(1)(d) (less any amounts withheld pursuant to
section 4.8).

4.7  Extinction of Rights

Any  certificate  which  immediately  prior to the  Effective  Time  represented
outstanding  Company  Common  Shares and which  Company  Common Shares were then
exchanged pursuant to section 2.2(1)(c),  2.2(1)(d),  or 2.2(1)(e),  as the case
may be, that is not deposited with all other instruments required by section 4.1
or 4.2,  as the  case  may be,  on or  prior  to the  fifth  anniversary  of the
Effective  Date shall  cease to  represent  a claim or  interest  of any kind or
nature as a shareholder of Company,  Exchangeco,  Callco or Parent or a right to
receive  any other  amount  pursuant  to this  Arrangement.  On such  date,  the
Exchangeable  Shares  or Parent  Common  Shares  (or cash in lieu of  fractional
interests  therein or otherwise,  as provided in section 4.4 or cash not paid by
the  Depositary  pursuant  to  section  4.6) to which the  former  holder of the
certificate  referred to in the preceding sentence was ultimately entitled shall
be deemed to have been  surrendered  for no  consideration  to Parent or Callco.
None of Parent, Company, Callco, Exchangeco or the Depositary shall be liable to
any person in respect of any  Exchangeable  Shares or Parent  Common  Shares (or
dividends, distributions and interest in respect thereof or cash not paid by the
Depositary  pursuant to section 4.6) delivered to a public official  pursuant to
any applicable abandoned property, escheat or similar law.


<PAGE>

                                      -16-



4.8  Withholding Rights

Exchangeco,  Callco,  Parent and the Depositary  shall be entitled to deduct and
withhold from any dividend or consideration  otherwise  payable to any holder of
Company Common Shares,  Parent Common Shares or Exchangeable Shares such amounts
as Company,  Exchangeco,  Callco, Parent or the Depositary is required to deduct
and  withhold  with respect to such  payment  under the ITA,  the United  States
Internal  Revenue  Code  of  1986  or  any  provision  of  federal,  provincial,
territorial,  state,  local or  foreign  tax law,  in each  case,  as amended or
succeeded,  or  entitled  to  withhold  under  section  116  of  the  ITA or any
corresponding  provisions of  provincial  law. To the extent that amounts are so
withheld, such withheld amounts shall be treated for all purposes as having been
paid to the  holder  of the  shares  in  respect  of which  such  deduction  and
withholding was made,  provided that such withheld amounts are actually remitted
to the appropriate  taxing authority.  To the extent that the amount so required
or entitled to be deducted or withheld from any payment to a holder  exceeds the
cash portion of the consideration  otherwise payable to the holder,  Exchangeco,
Callco,  Parent and the  Depositary  are hereby  authorized to sell or otherwise
dispose  of  such  portion  of the  consideration  as is  necessary  to  provide
sufficient funds to Exchangeco,  Callco,  Parent or the Depositary,  as the case
may be, to enable it to comply with such deduction or withholding requirement or
entitlement and Exchangeco,  Callco,  Parent or the Depositary  shall notify the
holder  thereof  and  remit to such  holder  any  unapplied  balance  of the net
proceeds of such sale.

4.9  Termination of Depositary

Any  Exchangeable  Shares or Parent Shares,  together with any funds held by the
Depositary, that remain undistributed to former holders of Company Common Shares
nine months  after the  Effective  Date shall be delivered  to  Exchangeco  upon
demand therefor,  and holders of certificates  previously  representing  Company
Common  Shares who have not  theretofore  complied with Sections 4.1, 4.2 or 4.6
shall  thereafter  look only to  Exchangeco  for  payment  of any claim to cash,
Exchangeable  Shares,  Parent Shares,  can in lieu of fractional shares thereof,
dividends or distributions, if any, in respect thereof.

                                   ARTICLE 5

             CERTAIN RIGHTS OF CALLCO TO ACQUIRE EXCHANGEABLE SHARES

5.1  Callco Liquidation Call Right

In addition to Callco's rights contained in the Exchangeable  Share  Provisions,
including,  without limitation, the Retraction Call Right, Callco shall have the
following rights in respect of the Exchangeable Shares:

(1)  Callco shall have the overriding right (the "Liquidation  Call Right"),  in
     the event of and notwithstanding the proposed  liquidation,  dissolution or
     winding-up of Exchangeco  pursuant to Article 5 of the  Exchangeable  Share
     Provisions,  to  purchase  from all but not less than all of the holders of
     Exchangeable  Shares (other than any holder of Exchangeable Shares which is
     Parent or an Affiliate of Parent) on the Liquidation  Date all but not less
     than all of the Exchangeable  Shares held by each such holder on payment by
     Callco  to each  such  holder  of an amount  per  Exchangeable  Share  (the
     "Liquidation


<PAGE>

                                      -17-



     Call Purchase Price") equal to the sum of (i) the Current Market Price of a
     Parent Common Share on the last Business Day prior to the Liquidation Date,
     which  shall be  satisfied  in full by Callco  delivering  or causing to be
     delivered to such holder one Parent  Common  Share,  plus (ii) any Dividend
     Amount.  In the event of the  exercise  of the  Liquidation  Call  Right by
     Callco,  each  holder  (other  than  Parent  and its  Affiliates)  shall be
     obligated to sell all the Exchangeable  Shares held by the holder to Callco
     on  the  Liquidation  Date  on  payment  by  Callco  to the  holder  of the
     Liquidation  Call Purchase Price for each such share,  and Exchangeco shall
     have no  obligation  to pay any  Liquidation  Amount to the holders of such
     shares so purchased by Callco.

(2)  To exercise the  Liquidation  Call Right,  Callco must notify  Exchangeco's
     transfer  agent  (the  "Transfer  Agent"),  as  agent  for the  Holders  of
     Exchangeable  Shares, and Exchangeco of Callco's intention to exercise such
     right  at  least  45 days  before  the  Liquidation  Date in the  case of a
     voluntary liquidation, dissolution or winding-up of Exchangeco and at least
     five  Business  Days  before  the  Liquidation  Date  in  the  case  of  an
     involuntary  liquidation,  dissolution  or  winding-up of  Exchangeco.  The
     Transfer Agent will notify the holders of Exchangeable Shares as to whether
     or not Callco has exercised the Liquidation  Call Right forthwith after the
     expiry of the period  during which the same may be exercised by Callco.  If
     Callco exercises the Liquidation Call Right,  then on the Liquidation Date,
     Callco  will  purchase  and all of the  Holders  (other than Parent and its
     Affiliates)  will  sell all of the  Exchangeable  Shares  held by each such
     Holder then  outstanding  for a price per  Exchangeable  Share equal to the
     Liquidation Call Purchase Price.

(3)  For the  purposes of  completing  the purchase of the  Exchangeable  Shares
     pursuant to the Liquidation Call Right, Callco shall deposit or cause to be
     deposited  with the  Transfer  Agent,  on or before the  Liquidation  Date,
     certificates  representing  the  aggregate  number of Parent  Common Shares
     deliverable  by Callco and a cheque or cheques of Callco  payable at par at
     any branch of the bankers of Callco  representing  the  aggregate  Dividend
     Amount, if any, in payment of the total Liquidation Call Purchase Price for
     all Holders of Exchangeable  Shares (other than Parent and its Affiliates),
     less any amounts withheld pursuant to section 4.8. Provided that Callco has
     complied  with  the  immediately  preceding  sentence,  on  and  after  the
     Liquidation Date, each Holder of Exchangeable Shares (other than Parent and
     its Affiliates) shall cease to be a Holder of Exchangeable Shares and shall
     not be entitled to exercise  any of the rights of a Holder of  Exchangeable
     Shares  (including,  without  limitation,  any rights  under the Voting and
     Exchange  Trust  Agreement),  other  than  the  right to  receive,  without
     interest,  its  proportionate  part of the total  Liquidation Call Purchase
     Price payable by Callco upon  presentation  and surrender by such Holder of
     certificates  representing the Exchangeable  Shares held by such Holder and
     the Holder shall on and after the Liquidation Date be considered and deemed
     for all purposes to be the holder of the Parent  Common  Shares to which it
     is  entitled.  Upon  surrender to the Transfer  Agent of a  certificate  or
     certificates  representing  Exchangeable  Shares,  together with such other
     documents  and  instruments  as may be  required  to effect a  transfer  of
     Exchangeable  Shares under the CBCA and the by-laws of Exchangeco  and such
     additional   documents,   instruments  and  payments  (including,   without
     limitation,   any  applicable  Stamp  Taxes)  as  the  Transfer  Agent  may
     reasonably  require,   the  holder  of  such  surrendered   certificate  or
     certificates shall be entitled to receive in exchange



<PAGE>


                                      -18-



     therefor,  and the Transfer Agent on behalf of Callco shall deliver to such
     holder  certificates  representing  the Parent  Common  Shares to which the
     holder is entitled and a cheque or cheques of Callco  payable at par at any
     branch of the  bankers of Callco in payment of the  remaining  portion,  if
     any,  of the  total  Liquidation  Call  Purchase  Price,  less any  amounts
     withheld  pursuant  to  section  4.8.  If  Callco  does  not  exercise  the
     Liquidation  Call Right in the manner  described  above, on the Liquidation
     Date the holders of the Exchangeable  Shares will be entitled to receive in
     exchange therefor the Liquidation Amount otherwise payable by Exchangeco in
     connection  with the  liquidation,  dissolution or winding-up of Exchangeco
     pursuant to Article 5 of the Exchangeable Share Provisions.

5.2  Callco Redemption Call Right

In addition to Callco's rights contained in the Exchangeable  Share  Provisions,
including,  without limitation, the Retraction Call Right, Callco shall have the
following rights in respect of the Exchangeable Shares:

(1)  Callco  shall have the  overriding  right (the  "Redemption  Call  Right"),
     notwithstanding  the  proposed  redemption  of the  Exchangeable  Shares by
     Exchangeco  pursuant to Article 7 of the Exchangeable Share Provisions,  to
     purchase  from all but not less  than all of the  holders  of  Exchangeable
     Shares (other than any Holder of Exchangeable  Shares which is Parent or an
     Affiliate  of Parent) on the  Redemption  Date all but not less than all of
     the  Exchangeable  Shares  held by each such Holder on payment by Callco to
     each  Holder of an amount  per  Exchangeable  Share (the  "Redemption  Call
     Purchase  Price")  equal to the sum of (i) the  Current  Market  Price of a
     Parent Common Share on the last Business Day prior to the Redemption  Date,
     which  shall be  satisfied  in full by Callco  delivering  or causing to be
     delivered to such holder one Parent  Common  Share,  plus (ii) any Dividend
     Amount.  In the  event of the  exercise  of the  Redemption  Call  Right by
     Callco,  each holder shall be obligated to sell all the Exchangeable Shares
     held by the Holder to Callco on the Redemption Date on payment by Callco to
     the Holder of the Redemption  Call Purchase Price for each such share,  and
     Exchangeco  shall  have no  obligation  to redeem,  or to pay any  Dividend
     Amount in respect of, such shares so purchased by Callco.

(2)  To exercise  the  Redemption  Call Right,  Callco must notify the  Transfer
     Agent, as agent for the holders of Exchangeable  Shares,  and Exchangeco of
     Callco's  intention  to  exercise  such  right at least 60 days  before the
     Redemption Date,  except in the case of a redemption  occurring as a result
     of a Parent Control  Transaction,  an Exchangeable Share Voting Event or an
     Exempt  Exchangeable  Share  Voting  Event,  in which case Callco  shall so
     notify the Transfer Agent and Exchangeco on or before the Redemption  Date.
     The Transfer Agent will notify the Holders of the Exchangeable Shares as to
     whether or not Callco has exercised  the  Redemption  Call Right  forthwith
     after the expiry of the period  during  which the same may be  exercised by
     Callco.  If Callco  exercises the Redemption  Call Right, on the Redemption
     Date,  Callco will  purchase and all of the Holders  (other than Parent and
     its Affiliates) will sell all of the Exchangeable  Shares held by each such
     Holder then  outstanding  for a price per  Exchangeable  Share equal to the
     Redemption Call Purchase Price.


<PAGE>

                                      -19-



(3)  For the  purposes of  completing  the purchase of the  Exchangeable  Shares
     pursuant to the Redemption Call Right,  Callco shall deposit or cause to be
     deposited  with the  Transfer  Agent,  on or before  the  Redemption  Date,
     certificates  representing  the  aggregate  number of Parent  Common Shares
     deliverable  by Callco and a cheque or cheques of Callco  payable at par at
     any branch of the bankers of Callco  representing  the  aggregate  Dividend
     Amount,  if any, in payment of the total Redemption Call Purchase Price for
     all Holders of Exchangeable  Shares (other than Parent and its Affiliates),
     less any amounts withheld pursuant to section 4.8. Provided that Callco has
     complied  with  the  immediately  preceding  sentence,  on  and  after  the
     Redemption Date each Holder of  Exchangeable  Shares (other than Parent and
     its Affiliates)  shall cease to be a Holder of the Exchangeable  Shares and
     shall  not be  entitled  to  exercise  any  of the  rights  of  Holders  of
     Exchangeable Shares (including,  without  limitation,  any rights under the
     Voting and  Exchange  Trust  Agreement),  other than the right to  receive,
     without  interest,  its  proportionate  part of the total  Redemption  Call
     Purchase  Price payable by Callco upon  presentation  and surrender by such
     Holder of certificates  representing the  Exchangeable  Shares held by such
     holder and the Holder shall on and after the Redemption  Date be considered
     and deemed for all purposes to be the holder of the Parent Common Shares to
     which it is entitled. Upon surrender to the Transfer Agent of a certificate
     or certificates  representing Exchangeable Shares, together with such other
     documents  and  instruments  as may be  required  to effect a  transfer  of
     Exchangeable  Shares under the CBCA and the by-laws of Exchangeco  and such
     additional   documents,   instruments  and  payments  (including,   without
     limitation,   any  applicable  Stamp  Taxes)  as  the  Transfer  Agent  may
     reasonably  require,   the  Holder  of  such  surrendered   certificate  or
     certificates  shall be entitled to receive in  exchange  therefor,  and the
     Transfer   Agent  on  behalf  of  Callco  shall   deliver  to  such  Holder
     certificates  representing  the Parent Common Shares to which the holder is
     entitled and a cheque or cheques of Callco  payable at par at any branch of
     the bankers of Callco in payment of the remaining  portion,  if any, of the
     total Redemption Call Purchase Price, less any amounts withheld pursuant to
     section 4.8. If Callco does not exercise the  Redemption  Call Right in the
     manner  described  above,  on  the  Redemption  Date  the  holders  of  the
     Exchangeable  Shares will be entitled to receive in exchange  therefor  the
     Redemption  Price  otherwise  payable by Exchangeco in connection  with the
     redemption  of  the  Exchangeable  Shares  pursuant  to  Article  7 of  the
     Exchangeable  Share Provisions,  together with accrued and unpaid dividends
     on such Exchangeable  Shares held by the holder on any dividend record date
     prior to the Redemption Date.

5.3  Parent Call Right

(1)  Parent will have the right (the "Parent  Call  Right") to  purchase,  or to
     cause Callco to purchase,  from all but not less than all of the holders of
     Exchangeable Shares (other than Parent and its Affiliates) on the Change in
     Law Exchange Date all but not less than all of the Exchangeable Shares held
     by each such holder on payment by Parent or Callco,  as the case may be, of
     an amount per  Exchangeable  Share (the "Parent Call Purchase Price") equal
     to the sum of (i) the Current  Market Price of a Parent Common Share on the
     last Business Day prior to the Change in Law Exchange Date,  which shall be
     satisfied  in full by Parent  delivering  or  causing to be  delivered,  or
     Callco  causing to be  delivered,  to such holder one Parent  Common Share,
     plus, (ii) any Dividend Amount.  In the event of the exercise of the Parent
     Call Right by Parent each Holder (other than Parent and its



<PAGE>

                                      -20-



     Affiliates) shall be obligated to sell all of the Exchangeable  Shares held
     by such  Holder to Parent or  Callco,  as the case may be, on the Change in
     Law  Exchange  Date on payment by Parent or Callco,  as the case may be, to
     the holder of the Parent Call Purchase Price for each such share.

(2)  To  exercise  the Parent Call  Right,  (i) Parent must notify the  Transfer
     Agent, as agent for the holders of Exchangeable  Shares,  and Exchangeco of
     Parent's  intention to exercise or cause  Callco to exercise  such right at
     least 45 days  before  the  Business  Day on  which  the  purchase  of such
     Exchangeable  Shares shall occur (the  "Change in Law  Exchange  Date") and
     such  notice  shall  specify  whether  Parent or Callco  will  effect  such
     purchase, and (ii) Parent must deliver to the Trustee an opinion in writing
     signed by Canadian  counsel to Parent  (which  counsel  must be  reasonably
     acceptable to the Trustee)  stating that since the Effective Date there has
     been a  change  to  the  ITA  and  any  applicable  provincial  income  tax
     legislation   to  the  effect  that  the  sale  by  beneficial   owners  of
     Exchangeable Shares (other than Parent and its Affiliates) who are Canadian
     Residents and who hold their  Exchangeable  Shares as capital  property for
     the  purposes  of  the  ITA  and  any  applicable   provincial  income  tax
     legislation of Exchangeable Shares to Parent or Callco, as the case may be,
     pursuant  to  the  Parent  Call  Right  will  qualify  as  a  tax  deferred
     transaction  for purposes of the ITA and any applicable  provincial  income
     tax legislation. The Transfer Agent will notify the holders of Exchangeable
     Shares that the Parent Call Right has been  exercised  by Parent or Callco.
     If Parent  exercises  the  Parent  Call  Right,  then on the  Change in Law
     Exchange  Date Parent or Callco,  as the case may be, will purchase and all
     of the Holders (other than Parent and its Affiliates)  will sell all of the
     Exchangeable  Shares held by such Holders then  outstanding for a price per
     share equal to the Parent Call Purchase Price.

(3)  For the  purposes of  completing  the purchase of the  Exchangeable  Shares
     pursuant to the Parent Call  Right,  Parent or Callco,  as the case may be,
     shall  deposit or cause to be  deposited  with the  Transfer  Agent,  on or
     before the  Change in Law  Exchange  Date,  certificates  representing  the
     aggregate  number of Parent Common Shares  deliverable by Parent or Callco,
     as the case may be, and a cheque or  cheques  of Parent or  Callco,  as the
     case may be,  payable  at par at any  branch  of the  bankers  of Parent or
     Callco, as the case may be,  representing the aggregate Dividend Amount, if
     any, in payment of the total Parent Call Purchase  Price for all Holders of
     Exchangeable Shares (other than Parent and its Affiliates) less any amounts
     withheld  pursuant to section 4.8.  Provided that Parent or Callco,  as the
     case may be, has complied with the immediately  preceding sentence,  on and
     after the Change in Law Exchange Date, each Holder of  Exchangeable  Shares
     (other  than  Parent  and its  Affiliates)  shall  cease to be a Holder  of
     Exchangeable Shares and shall not be entitled to exercise any of the rights
     of a Holder of Exchangeable  Shares  (including,  without  limitation,  any
     rights under the Voting and Exchange Trust  Agreement) other than the right
     to receive,  without interest,  its proportionate  part of the total Parent
     Call Purchase  Price payable by Parent or Callco,  as the case may be, upon
     presentation and surrender by such Holder of certificates  representing the
     Exchangeable  Shares held by such holder and the Holder  shall on and after
     the Change in Law Exchange Date be  considered  and deemed for all purposes
     to be the Holder of the Parent Common Shares to which it is entitled.  Upon
     surrender  to  the  Transfer  Agent  of  a  certificate   or   certificates
     representing Exchangeable Shares, together with such other



<PAGE>

                                      -21



     documents  and  instruments  as may be  required  to effect a  transfer  of
     Exchangeable  Shares under the CBCA and the by-laws of Exchangeco  and such
     additional   documents,   instruments  and  payments  (including,   without
     limitation,   any  applicable  Stamp  Taxes)  as  the  Transfer  Agent  may
     reasonably  require,   the  Holder  of  such  surrendered   certificate  or
     certificates  shall be entitled to receive in  exchange  therefor,  and the
     Transfer  Agent on behalf of Parent or  Callco,  as the case may be,  shall
     deliver to such holder,  certificates representing the Parent Common Shares
     to which  the  holder is  entitled  and a cheque  or  cheques  of Parent or
     Callco,  as the case may be, payable at par at any branch of the bankers of
     Parent or Callco, as the case may be, in payment of the remaining  portion,
     if any,  of the  Parent  Call  Purchase  Price  less any  amounts  withheld
     pursuant to section 4.8 hereof.

5.4  Exchange Put Right

Upon and subject to the terms and conditions contained in the Exchangeable Share
Provisions  and the  Voting  Trust and  Exchange  Trust  Agreement,  a Holder of
Exchangeable Shares shall have the Exchange Put Right.

                                   ARTICLE 6
                                   AMENDMENTS

6.1  Amendments to Plan of Arrangement

(1)  Company  reserves  the right to amend,  modify or  supplement  this Plan of
     Arrangement at any time and from time to time prior to the Effective  Date,
     provided that each such  amendment,  modification or supplement must be (i)
     set out in writing,  (ii)  approved  by Parent,  (iii) filed with the Court
     and, if made following the Company Meeting, approved by the Court, and (iv)
     communicated  to holders of Company Common Shares if and as required by the
     Court.

(2)  Any amendment,  modification  or supplement to this Plan of Arrangement may
     be proposed by Company at any time prior to the Company  Meeting  (provided
     that Parent shall have  consented  thereto) with or without any other prior
     notice or  communication,  and if so proposed  and  accepted by the Persons
     voting at the Company Meeting  (subject to the  requirements of the Interim
     Order), shall become part of this Plan of Arrangement for all purposes.

(3)  Any amendment,  modification or supplement to this Plan of Arrangement that
     is approved or directed by the Court following the Company Meeting shall be
     effective  only (i) if it is consented  to by each of Company,  Exchangeco,
     Callco and Parent and (ii) if required by the Court,  it is consented to by
     holders of the  Company  Common  Shares.  Any  amendment,  modification  or
     supplement to this Plan of Arrangement  may be made following the Effective
     Date  unilaterally by Parent,  provided that it concerns a matter which, in
     the reasonable  opinion of Parent, is of an administrative  nature required
     to better give effect to the implementation of this Plan of Arrangement and
     is not  adverse to the  financial  or economic  interests  of any holder of
     Exchangeable Shares.


<PAGE>

                                      -22-



                                   ARTICLE 7
                               FURTHER ASSURANCES

7.1  Further Assurances

Each of the parties to the Combination  Agreement shall make, do and execute, or
cause to be made, done and executed,  all such further acts, deeds,  agreements,
transfers, assurances, instruments or documents as may reasonably be required by
any of them in order further to document or evidence any of the  transactions or
events set out herein.




<PAGE>





                                   APPENDIX 1
                           TO THE PLAN OF ARRANGEMENT


                           PROVISIONS ATTACHING TO THE
                               EXCHANGEABLE SHARES


The   Exchangeable   Shares  shall  have  the  following   rights,   privileges,
restrictions and conditions:

                                   ARTICLE 1
                                 INTERPRETATION

1.1  For the purposes of these share provisions:

     "Affiliate" has the meaning ascribed thereto in the CBCA.

     "Arrangement"  means an  arrangement  under  Section 192 of the CBCA on the
     terms and subject to the conditions set out in the Plan of Arrangement,  to
     which plan these share provisions are attached as Appendix 1 and which Plan
     of  Arrangement  (other than Appendix 1 thereto) is attached to these share
     provisions as Exhibit A.

     "Articles" means the Notice of Articles and Articles of the Corporation.

     "BCA" means the Business Corporation Act (British Columbia).

     "Board of Directors" means the Board of Directors of the Corporation.

     "Business  Day"  means  any day on  which  commercial  banks  are  open for
     business in Vancouver, British Columbia and San Francisco, California other
     than a  Saturday,  a Sunday or a day  observed  as a holiday in  Vancouver,
     British Columbia and San Francisco, California under applicable laws.

     "Callco" means 3087761 Nova Scotia Company,  an unlimited liability company
     existing under the laws of Nova Scotia, and being a wholly-owned subsidiary
     of Parent.

     "Callco  Call  Notice" has the meaning  ascribed  thereto in Section 6.3 of
     these share provisions.

     "CBCA" means the Canada Business Corporations Act, as amended.

     "Combination  Agreement" means the combination  agreement dated as of April
     12, 2004 by and among Parent,  Corporation  and MDSI Mobile Data  Solutions
     Inc., as amended, supplemented and/or restated in accordance with its terms
     prior to the  Effective  Date,  providing  for,  among  other  things,  the
     Arrangement.

     "Canadian Dollar  Equivalent"  means in respect of an amount expressed in a
     currency other than Canadian dollars (the "Foreign Currency Amount") at any
     date the product obtained by multiplying:


<PAGE>

                                      -2-



     (a)  the Foreign Currency Amount; by

     (b)  the noon spot  exchange  rate on such date for such  foreign  currency
          expressed in Canadian dollars as reported by the Bank of Canada or, in
          the event such spot exchange rate is not available, such spot exchange
          rate on such date for such  foreign  currency  expressed  in  Canadian
          dollars  as  may  be  determined  by  the  Board  of  Directors  to be
          appropriate for such purpose.

     "Common Shares" means the common shares in the capital of the Corporation.

     "Corporation"  means Orion  Exchangeco,  Ltd., a  corporation  incorporated
     under the BCA.

     "Current  Market Price"  means,  in respect of a Parent Common Share on any
     date, the Canadian  Dollar  Equivalent of the average of the closing prices
     of Parent  Common  Shares  during a period of 20  consecutive  trading days
     ending on the trading date immediately  before such date on the NASDAQ, or,
     if the Parent  Common  Shares are not then  listed on the  NASDAQ,  on such
     other stock  exchange  or  automated  quotation  system on which the Parent
     Common Shares are listed or quoted,  as the case may be, as may be selected
     by the Board of Directors for such purpose;  provided,  however, that if in
     the opinion of the Board of Directors  the public  distribution  or trading
     activity  of Parent  Common  Shares  during  such  period does not create a
     market which reflects the fair market value of a Parent Common Share,  then
     the Current  Market Price of a Parent  Common Share shall be  determined by
     the  Board of  Directors,  in good  faith and in its sole  discretion,  and
     provided  further that any such selection,  opinion or determination by the
     Board of Directors shall be conclusive and binding.

     "Depositary"  means any trust company in Canada selected by the Corporation
     for purposes of holding some or all of the Liquidation Amount or Redemption
     Price in accordance with Article 5 or Article 7, respectively.

     "Director"  means the  Director  appointed  pursuant  to Section 260 of the
     CBCA.

     "Dividend  Amount"  means  an  amount  equal  to all  declared  and  unpaid
     dividends on an Exchangeable  Share held by a holder on any dividend record
     date which  occurred  prior to the date of purchase of such share by Callco
     from such holder.

     "Effective  Date" means the date shown on the certificate of arrangement to
     be issued by the Director under the CBCA giving effect to the Arrangement.

     "Exchange Put Date" has the meaning ascribed thereto in Section 9.3.

     "Exchange Put Event" means the failure by one or both of the Corporation or
     Callco, as applicable, to complete any redemption, retraction, distribution
     on liquidation in respect of, or purchase  Exchangeable  Shares required to
     be completed by it as contemplated herein,  elsewhere in the Articles or in
     the Voting and Exchange Trust Agreement  (unless Callco or any other Person
     controlled by Parent shall have otherwise purchased such



<PAGE>

                                      -3-



     Exchangeable  Shares in accordance  with the  provisions of the Articles or
     the Voting and Exchange Trust  Agreement  within the delays  afforded to it
     pursuant thereto).

     "Exchange Put Right" has the meaning ascribed thereto in Section 9.2.

     "Exchangeable  Shares"  means  the  non-voting  exchangeable  shares in the
     capital of the Corporation, having the rights, privileges, restrictions and
     conditions set forth herein.

     "Exchangeable  Share  Voting  Event"  means any  matter in respect of which
     holders of Exchangeable  Shares are entitled to vote as shareholders of the
     Corporation, other than an Exempt Exchangeable Share Voting Event, and, for
     greater  certainty,  excluding  any matter in  respect of which  holders of
     Exchangeable  Shares are entitled to vote (or instruct the Trustee to vote)
     in their capacity as  Beneficiaries  under (and as that term is defined in)
     the Voting and Exchange Trust Agreement.

     "Exempt  Exchangeable  Share  Voting  Event" means any matter in respect of
     which holders of  Exchangeable  Shares are entitled to vote as shareholders
     of the  Corporation in order to approve or disapprove,  as applicable,  any
     change to, or in the rights of the  holders  of, the  Exchangeable  Shares,
     where the approval or disapproval,  as applicable,  of such change would be
     required to maintain the economic  equivalence of the  Exchangeable  Shares
     and the Parent Common Shares.

     "Governmental  Entity" means any court,  administrative  agency,  tribunal,
     bureau,  board,  commission,  public authority,  governmental or regulatory
     authority,  agency,  ministry,  crown  corporation  or other  law,  rule-or
     regulation-making  entity,  domestic or foreign, or any  quasi-governmental
     body,  self-regulatory  organization or stock exchange,  including  without
     limitation the Toronto Stock Exchange or the NASDAQ.

     "holder"  means,  when used with reference to the  Exchangeable  Shares,  a
     holder of  Exchangeable  Shares  shown  from  time to time in the  register
     maintained  by  or  on  behalf  of  the   Corporation  in  respect  of  the
     Exchangeable Shares.

     "Liquidation  Amount"  has the meaning  ascribed  thereto in Section 5.1 of
     these share provisions.

     "Liquidation  Call Right" has the meaning  ascribed  thereto in the Plan of
     Arrangement.

     "Liquidation Date" has the meaning ascribed thereto in Section 5.1 of these
     share provisions.

     "NASDAQ " means the Nasdaq Stock Market or its  successors  or other market
     or exchange on which Parent Common Shares are traded.

     "Parent"  means At Road,  Inc., a  corporation  existing  under the laws of
     Delaware.

     "Parent  Common  Shares"  mean shares of common  stock of Parent,  with par
     value of $0.0001 per share.


<PAGE>

                                      -4-


     "Parent Control Transaction" means any merger,  amalgamation,  arrangement,
     tender  offer,  material  sale of shares or rights or interests  therein or
     thereto or similar transactions involving Parent, or any proposal to do so,
     which would  result in the holders of Parent  Common  Shares  prior to such
     transaction  holding less than 50% of the outstanding  voting securities of
     the surviving entity.

     "Parent  Dividend  Declaration  Date"  means the date on which the board of
     directors of Parent declares any dividend on the Parent Common Shares.

     "Person"  means  any  individual,  corporation  (including  any  non-profit
     corporation),  general partnership,  limited partnership, limited liability
     partnership,  joint venture,  estate, trust, company (including any limited
     liability  company  or joint  stock  company),  firm or  other  enterprise,
     association, organization, entity or Governmental Entity.

     "Plan  of  Arrangement"  means  the  plan of  arrangement  relating  to the
     arrangement of Company under Section 192 of the CBCA  substantially  in the
     form  and  content  of  Exhibit  C to the  Combination  Agreement  and  any
     amendments or variations  thereto made in accordance  with the  Combination
     Agreement or the Plan of Arrangement or made at the direction of the Court.

     "Purchase  Price" has the meaning  ascribed thereto in Section 6.3 of these
     share provisions.

     "Put Amount" has the meaning ascribed thereto in Section 9.2 of these share
     provisions.

     "Put  Consideration"  has the  meaning  ascribed  thereto in Section 9.2 of
     these share provisions.

     "Redemption  Call Purchase Price" has the meaning  ascribed  thereto in the
     Plan of Arrangement.

     "Redemption  Call  Right" has the meaning  ascribed  thereto in the Plan of
     Arrangement.

     "Redemption  Date"  means the  date,  if any,  established  by the Board of
     Directors for the  redemption by the  Corporation  of all but not less than
     all of the outstanding  Exchangeable  Shares pursuant to Article 7 of these
     share provisions, which date shall be no earlier than the fifth anniversary
     of the Effective Date, unless:

     (a)  at any  time,  there  are  fewer  than  10% of the  actual  number  of
          Exchangeable Shares issuable as determined as at the Election Deadline
          (as  defined  in the  Plan of  Arrangement)  outstanding  (other  than
          Exchangeable  Shares  held by Parent and its  Affiliates,  and as such
          number of shares may be adjusted as deemed appropriate by the Board of
          Directors to give effect to any  subdivision  or  consolidation  of or
          stock dividend on the Exchangeable  Shares,  any issue or distribution
          of rights to acquire  Exchangeable  Shares or securities  exchangeable
          for or convertible into Exchangeable Shares, any issue or distribution
          of other  securities or rights or evidences of indebtedness or assets,
          or any other capital reorganization or other transaction affecting the
          Exchangeable Shares), in which



<PAGE>

                                      -5-


          case the Board of Directors may  accelerate  such  redemption  date to
          such date as they may determine,  upon at least 60 days' prior written
          notice to the holders of the Exchangeable Shares and the Trustee;

     (b)  a Parent Control  Transaction occurs, in which case, provided that the
          Board  of  Directors  determines,  in  good  faith  and  in  its  sole
          discretion,  that it is not reasonably  practicable  to  substantially
          replicate  the  terms and  conditions  of the  Exchangeable  Shares in
          connection   with  such  Parent  Control   Transaction  and  that  the
          redemption   of  all  but  not  less  than  all  of  the   outstanding
          Exchangeable  Shares is  necessary  to enable the  completion  of such
          Parent Control  Transaction in accordance with its terms, the Board of
          Directors may accelerate such redemption date to such date as they may
          determine,  upon such  number  of days'  prior  written  notice to the
          holders of the  Exchangeable  Shares  and the  Trustee as the Board of
          Directors  may  determine  to  be  reasonably   practicable   in  such
          circumstances;

     (c)  an  Exchangeable  Share  Voting Event is proposed and (i) the Board of
          Directors has  determined,  in good faith and in its sole  discretion,
          that it is not  reasonably  practicable  to  accomplish  the  business
          purpose  intended  by  the  Exchangeable  Share  Voting  Event,  which
          business  purpose must be bona fide and not for the primary purpose of
          causing the occurrence of a Redemption Date, in any other commercially
          reasonable manner that does not result in an Exchangeable Share Voting
          Event,  and (ii) the holders of the  Exchangeable  Shares fail to take
          the  necessary  action,  at a  meeting  or other  vote of  holders  of
          Exchangeable  Shares,  to approve or disapprove,  as  applicable,  the
          Exchangeable  Share Voting Event,  in which case the  redemption  date
          shall be the  Business Day  following  the day on which the holders of
          the Exchangeable Shares failed to take such action; or

     (d)  an Exempt  Exchangeable Share Voting Event is proposed and the holders
          of Exchangeable  Shares fail to take the necessary action at a meeting
          or other  vote of  holders  of  Exchangeable  Shares,  to  approve  or
          disapprove, as applicable, the Exempt Exchangeable Share Voting Event,
          in which case the redemption  date shall be the Business Day following
          the day on which the holders of the Exchangeable Shares failed to take
          such action;

     provided,  however,  that the  accidental  failure or  omission to give any
     notice of  redemption  under  clauses (a),  (b), (c) or (d) above to any of
     such  holders of  Exchangeable  Shares shall not affect the validity of any
     such redemption.

     "Redemption Price" has the meaning ascribed thereto in Section 7.1 of these
     share provisions.

     "Retracted  Shares" has the meaning  ascribed  thereto in Section 6.1(a) of
     these share provisions.

     "Retraction  Call Right" has the meaning ascribed thereto in Section 6.1(c)
     of these share provisions.



<PAGE>


                                      -6-



     "Retraction  Date" has the meaning  ascribed  thereto in Section  6.1(b) of
     these share provisions.

     "Retraction Price" has the meaning ascribed thereto in Section 6.1 of these
     share provisions.

     "Retraction  Request"  has the meaning  ascribed  thereto in Section 6.1 of
     these share provisions.

     "Support Agreement" means the agreement made between Parent, Callco and the
     Corporation  substantially  in the form and  content  of  Exhibit  D to the
     Combination  Agreement,  as amended  pursuant  to the terms of the  Support
     Agreement.

     "Transfer Agent" means  Computershare Trust Company of Canada or such other
     Person  as may from time to time be  appointed  by the  Corporation  as the
     registrar and transfer agent for the Exchangeable Shares.

     "Trustee" means the trustee chosen by Parent, acting reasonably,  to act as
     trustee under the Voting and Exchange Trust Agreement,  being a corporation
     organized and existing  under the laws of Canada and authorized to carry on
     the business of a trust  company in all the  provinces  of Canada,  and any
     successor trustee appointed under the Voting and Exchange Trust Agreement.

     "Voting and Exchange  Trust  Agreement"  means the  agreement  made between
     Parent,  the  Corporation  and the Trustee in  connection  with the Plan of
     Arrangement  substantially  in the form and  content  of  Exhibit  E to the
     Combination  Agreement,  as amended pursuant to the terms of the Voting and
     Exchange Trust Agreement.


                                   ARTICLE 2
                         RANKING OF EXCHANGEABLE SHARES

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

                                   ARTICLE 3
                                    DIVIDENDS

3.1  A holder of an  Exchangeable  Share  shall be  entitled  to receive and the
     Board of  Directors  shall,  subject  to  applicable  law,  on each  Parent
     Dividend Declaration Date, declare a dividend on each Exchangeable Share:

     (a)  in the case of a cash dividend  declared on the Parent Common  Shares,
          in an amount in cash for each  Exchangeable  Share in U.S.  dollars or
          the Canadian Dollar  Equivalent of the cash dividend  declared on each
          Parent Common Share on the Parent Dividend Declaration Date;


<PAGE>

                                      -7-



     (b)  in the case of a stock  dividend  declared on the Parent Common Shares
          to be paid in Parent Common Shares, by the issue by the Corporation of
          such number of Exchangeable  Shares for each Exchangeable  Share as is
          equal to the number of Parent  Common Shares to be paid on each Parent
          Common  Share unless in lieu of such stock  dividend  the  Corporation
          elects to effect a corresponding and  contemporaneous and economically
          equivalent (as determined by the Board of Directors in accordance with
          Section  3.5  hereof)  subdivision  of  the  outstanding  Exchangeable
          Shares; or

     (c)  in the case of a  dividend  declared  on the Parent  Common  Shares in
          property  other than cash or Parent  Common  Shares,  in such type and
          amount of property  for each  Exchangeable  Share as is the same as or
          economically equivalent to (to be determined by the Board of Directors
          as contemplated by Section 3.5 hereof) the type and amount of property
          declared as a dividend on each Parent Common Share.

     Such  dividends  shall be paid out of  money,  assets  or  property  of the
     Corporation  properly  applicable  to the payment of  dividends,  or out of
     authorized  but  unissued  shares  of  the  Corporation,   or  through  the
     subdivision of outstanding Exchangeable Shares, as applicable.  The holders
     of Exchangeable Shares shall not be entitled to any dividends other than or
     in excess of the dividends referred to in this Section 3.1.

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

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

3.4  If on any  payment  date for any  dividends  declared  on the  Exchangeable
     Shares under  Section 3.1 hereof the  dividends are not paid in full on all
     of the Exchangeable Shares


<PAGE>

                                      -8-


     then outstanding,  any such dividends that remain unpaid shall be paid on a
     subsequent date or dates  determined by the Board of Directors on which the
     Corporation  shall have  sufficient  moneys,  assets or  property  properly
     applicable to the payment of such dividends.

3.5  The  Board of  Directors  shall  determine,  in good  faith and in its sole
     discretion,  economic  equivalence  for the purposes of Section 3.1 hereof,
     and  each  such  determination  shall  be  conclusive  and  binding  on the
     Corporation and its shareholders.  In making each such  determination,  the
     following factors shall,  without excluding other factors determined by the
     Board of Directors to be relevant, be considered by the Board of Directors:

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

     (b)  in the case of the issuance or distribution of any rights,  options or
          warrants  to  subscribe  for or  purchase  Parent  Common  Shares  (or
          securities  exchangeable for or convertible into or carrying rights to
          acquire Parent Common Shares),  the relationship  between the exercise
          price of each such right,  option or warrant  and the  Current  Market
          Price of a Parent Common Share;

     (c)  in the case of the  issuance  or  distribution  of any  other  form of
          property  (including  without  limitation  any shares or securities of
          Parent of any Class  other than  Parent  Common  Shares,  any  rights,
          options or warrants  other than those  referred  to in Section  3.5(b)
          hereof,  any  evidences  of  indebtedness  of Parent or any  assets of
          Parent), the relationship between the fair market value (as determined
          by  the  Board  of  Directors)  of  such  property  to  be  issued  or
          distributed with respect to each  outstanding  Parent Common Share and
          the Current Market Price of a Parent Common Share;

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

     (e)  in all such cases, the general  taxation  consequences of the relevant
          event to beneficial  owners of Exchangeable  Shares to the extent that
          such  consequences  may differ from the taxation  consequences to such
          owners  determined  as if  they  owned  Parent  Common  Shares  at the
          relevant time as a result of differing tax treatment under the laws of
          Canada and the United States  (except for any  differing  consequences
          arising as a result of differing  marginal  taxation rates and without
          regard  to  the  individual  circumstances  of  beneficial  owners  of
          Exchangeable Shares).


<PAGE>

                                      -9-



                                   ARTICLE 4
                              CERTAIN RESTRICTIONS

So long as any of the Exchangeable Shares are outstanding, the Corporation shall
not at any time without,  but may at any time with,  the approval of the holders
of the  Exchangeable  Shares  given as  specified in Section 10.2 of these share
provisions:

     (a)  pay any  dividends on the Common  Shares or any other  shares  ranking
          junior to the Exchangeable  Shares, other than stock dividends payable
          in  Common  Shares  or any such  other  shares  ranking  junior to the
          Exchangeable Shares, as the case may be;

     (b)  redeem or  purchase  or make any  capital  distribution  in respect of
          Common Shares or any other shares ranking  junior to the  Exchangeable
          Shares;

     (c)  redeem or purchase any other shares of the Corporation ranking equally
          with the Exchangeable  Shares with respect to the payment of dividends
          or on any liquidation distribution or winding up of the Corporation or
          any other  distribution of all or  substantially  all of the assets of
          the Corporation; or

     (d)  issue any  Exchangeable  Shares or any other shares of the Corporation
          ranking  equally with, or superior to, the  Exchangeable  Shares other
          than pursuant to a shareholders rights plan adopted by the Corporation
          or by way of  stock  dividends  to the  holders  of such  Exchangeable
          Shares.

The  restrictions  in this  Article 4 shall not  apply if all  dividends  on the
outstanding  Exchangeable Shares corresponding to dividends declared and paid on
the Parent Common  Shares shall have been declared and paid on the  Exchangeable
Shares.

                                   ARTICLE 5
                           DISTRIBUTION ON LIQUIDATION

5.1  In  the  event  of  the  liquidation,  dissolution  or  winding-up  of  the
     Corporation  or any other  distribution  of the  assets of the  Corporation
     among its shareholders  for the purpose of winding up its affairs,  subject
     to the  exercise  by  Callco of the  Liquidation  Call  Right,  a holder of
     Exchangeable  Shares  shall be  entitled,  subject to  applicable  law,  to
     receive from the assets of the Corporation in respect of each  Exchangeable
     Share held by such holder on the effective date (the "Liquidation Date") of
     such liquidation, dissolution or winding-up, before any distribution of any
     part of the  assets of the  Corporation  among the  holders  of the  Common
     Shares or any other shares ranking junior to the  Exchangeable  Shares,  an
     amount per share (the  "Liquidation  Amount")  equal to the sum of: (i) the
     Current  Market  Price of a Parent  Common  Share on the last  Business Day
     prior to the  Liquidation  Date,  which shall be  satisfied  in full by the
     Corporation delivering or causing to be delivered to such holder one Parent
     Common Share, and (ii) an amount equal to all declared and unpaid dividends
     on each such Exchangeable  Share held by such holder on any dividend record
     date which occurred prior to the Liquidation Date.


<PAGE>

                                      -10-



5.2  On or promptly after the  Liquidation  Date,  and provided the  Liquidation
     Call Right has not been exercised by Callco,  the Corporation  shall pay or
     cause to be paid to the holders of the Exchangeable  Shares the Liquidation
     Amount for each such Exchangeable  Share upon presentation and surrender of
     the certificates  representing such Exchangeable Shares, together with such
     other  documents and instruments as may be required to effect a transfer of
     Exchangeable  Shares under the BCA and the Articles of the  Corporation and
     such additional  documents,  instruments and payments as the Transfer Agent
     and the Corporation may reasonably require, at the registered office of the
     Corporation  or at any office of the Transfer  Agent as may be specified by
     the  Corporation  by  notice to the  holders  of the  Exchangeable  Shares.
     Payment of the total Liquidation Amount for such Exchangeable  Shares shall
     be made by  transferring  or causing to be  transferred  to each holder the
     Parent  Common Shares to which such holder is entitled and by delivering to
     such  holder,  at the  address of such holder  recorded in the  register of
     shareholders of the Corporation for the  Exchangeable  Shares or by holding
     for pick-up by such holder at the registered  office of the  Corporation or
     at any office of the Transfer Agent as may be specified by the  Corporation
     by  notice  to  the  holders  of  Exchangeable  Shares,  on  behalf  of the
     Corporation  certificates  representing  Parent Common Shares (which shares
     shall be fully paid and  non-assessable  and shall be free and clear of any
     lien, claim or encumbrance) and a cheque of the Corporation  payable at par
     at any branch of the bankers of the Corporation in respect of the remaining
     portion,  if any, of the total  Liquidation  Amount (in each case, less any
     amounts  withheld on account of tax pursuant to Section 13.3). On and after
     the Liquidation Date, each holder of Exchangeable  Shares shall cease to be
     a holder of  Exchangeable  Shares and shall not be entitled to exercise any
     of the  rights  of a holder  of  Exchangeable  Shares  (including,  without
     limitation,  any rights  under the Voting and  Exchange  Trust  Agreement),
     other  than the  right  to  receive  its  proportionate  part of the  total
     Liquidation Amount, unless payment of the total Liquidation Amount for such
     Exchangeable  Shares shall not be made upon  presentation  and surrender of
     share  certificates in accordance with the foregoing  provisions,  in which
     case the  rights of the  holder  shall  remain  unaffected  until the total
     Liquidation Amount has been paid in the manner hereinbefore  provided.  The
     Corporation  shall have the right at any time after the Liquidation Date to
     transfer or cause to be issued or transferred  to, and deposited  with, the
     Depositary  the total  Liquidation  Amount in respect  of the  Exchangeable
     Shares  represented by certificates  that have not at the Liquidation  Date
     been surrendered by the holders thereof, such Liquidation Amount to be held
     by the  Depositary  as  trustee  for and on behalf  of, and for the use and
     benefit of, such  holders.  Upon such deposit  being made,  the rights of a
     holder of  Exchangeable  Shares  after  such  deposit  shall be  limited to
     receiving its proportionate  part of the total Liquidation  Amount for such
     Exchangeable Shares so deposited,  without interest, (in each case less any
     amounts  withheld  on account of tax  pursuant  to  Section  13.3)  against
     presentation and surrender of the certificates for the Exchangeable  Shares
     held by them in accordance with the foregoing provisions. Upon such payment
     or deposit of the total  Liquidation  Amount,  the holders of  Exchangeable
     Shares shall  thereafter  be  considered  and deemed for all purposes to be
     holders of the Parent Common  Shares  delivered to them or the custodian on
     their behalf.

5.3  After the  Corporation  has satisfied its obligations to pay the holders of
     the  Exchangeable  Shares the  Liquidation  Amount per  Exchangeable  Share
     pursuant to Section 5.1 of these


<PAGE>

                                      -11-


     share  provisions,  such  holders  shall  not be  entitled  to share in any
     further distribution of the assets of the Corporation.

                                   ARTICLE 6
                   RETRACTION OF EXCHANGEABLE SHARES BY HOLDER

6.1  A holder of Exchangeable  Shares shall be entitled at any time,  subject to
     the  exercise by Callco of the  Retraction  Call Right and  otherwise  upon
     compliance  with,  and  subject  to, the  provisions  of this  Article 6 to
     require the  Corporation  to redeem any or all of the  Exchangeable  Shares
     registered  in the name of such holder for an amount per share equal to the
     sum of: (i) the Current  Market Price of a Parent  Common Share on the last
     Business Day prior to the Retraction Date (the "Retraction  Price"),  which
     shall be satisfied in full by the  Corporation  delivering or causing to be
     delivered  to such  holder one Parent  Common  Share for each  Exchangeable
     Share presented and  surrendered by the holder,  and (ii) on the designated
     payment date therefor, the full amount of all declared and unpaid dividends
     on any such  Exchangeable  Share held by such holder on any dividend record
     date  which  occurred  prior  to  the  Retraction   Date.  To  effect  such
     redemption, the holder shall present and surrender at the registered office
     of  the  Corporation  or at any  office  of the  Transfer  Agent  as may be
     specified  by the  Corporation  by notice to the  holders  of  Exchangeable
     Shares the certificate or certificates representing the Exchangeable Shares
     which the holder desires to have the Corporation redeem, together with such
     other  documents and instruments as may be required to effect a transfer of
     Exchangeable  Shares under the BCA and the Articles of the  Corporation and
     such additional  documents,  instruments and payments as the Transfer Agent
     and the  Corporation  may  reasonably  require,  and  together  with a duly
     executed  statement  (the  "Retraction  Request") in the form of Schedule A
     hereto or in such other form as may be acceptable to the Corporation:

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

     (b)  stating  the  Business  Day on which the  holder  desires  to have the
          Corporation  redeem the  Retracted  Shares  (the  "Retraction  Date"),
          provided that the  Retraction  Date shall be not less than 10 Business
          Days  nor more  than 15  Business  Days  after  the date on which  the
          Retraction Request is received by the Corporation and further provided
          that,  in the event  that no such  Business  Day is  specified  by the
          holder in the Retraction Request,  the Retraction Date shall be deemed
          to be the 15th  Business  Day after  the date on which the  Retraction
          Request is received by the Corporation; and

     (c)  acknowledging  the overriding  right (the  "Retraction Call Right") of
          Callco  to  purchase  all but not less than all the  Retracted  Shares
          directly  from the holder  and that the  Retraction  Request  shall be
          deemed to be a  revocable  offer by the  holder to sell the  Retracted
          Shares to Callco in accordance  with the Retraction  Call Right on the
          terms and conditions set out in Section 6.3 hereof.


<PAGE>

                                      -12-



6.2  Subject  to the  exercise  by Callco of the  Retraction  Call  Right,  upon
     receipt by the Corporation or the Transfer Agent in the manner specified in
     Section 6.1 of a certificate  or  certificates  representing  the number of
     Retracted Shares, together with a Retraction Request, and provided that the
     Retraction  Request is not revoked by the holder in the manner specified in
     Section 6.7, the Corporation shall redeem the Retracted Shares effective at
     the close of business on the Retraction Date and shall transfer or cause to
     be issued or  transferred  to such holder the Parent Common Shares to which
     such holder is entitled and shall comply with Section 6.4 hereof. If only a
     part of the Exchangeable  Shares represented by any certificate is redeemed
     (or  purchased by Callco  pursuant to the  Retraction  Call  Right),  a new
     certificate for the balance of such Exchangeable  Shares shall be issued to
     the holder at the expense of the Corporation.

6.3  Upon receipt by the  Corporation of a Retraction  Request,  the Corporation
     shall immediately  notify Callco thereof and shall provide to Callco a copy
     of the Retraction  Request. In order to exercise the Retraction Call Right,
     Callco  must  notify the  Corporation  of its  determination  to do so (the
     "Callco Call Notice")  within five Business Days of  notification to Callco
     by the  Corporation  of the receipt by the  Corporation  of the  Retraction
     Request.  If Callco  does not so notify the  Corporation  within  such five
     Business  Day  period,  the  Corporation  will notify the holder as soon as
     possible  thereafter  that Callco will not  exercise  the  Retraction  Call
     Right.  If Callco delivers the Callco Call Notice within such five Business
     Day period,  and provided that the Retraction Request is not revoked by the
     holder in the manner specified in Section 6.7, the Retraction Request shall
     thereupon  be  considered  only to be an  offer by the  holder  to sell the
     Retracted Shares to Callco in accordance with the Retraction Call Right. In
     such  event,  the  Corporation  shall not redeem the  Retracted  Shares and
     Callco shall purchase from such holder and such holder shall sell to Callco
     on the  Retraction  Date the  Retracted  Shares for a  purchase  price (the
     "Purchase  Price") per share equal to the sum of: (i) the Retraction  Price
     per share,  which shall be satisfied in full by the Corporation  delivering
     or causing to be delivered to such holder one Parent Common Share, and (ii)
     on the  designated  payment  date  therefor,  to the extent not paid by the
     Corporation on or before the designated payment date therefor, any Dividend
     Amount.  To the extent that Callco pays the  Dividend  Amount in respect of
     the Retracted  Shares,  the Corporation shall no longer be obligated to pay
     any declared and unpaid dividends on such Retracted  Shares.  Provided that
     Callco has complied  with  Section 6.4 hereof,  the closing of the purchase
     and sale of the  Retracted  Shares  pursuant to the  Retraction  Call Right
     shall  be  deemed  to have  occurred  as at the  close of  business  on the
     Retraction  Date  and,  for  greater   certainty,   no  redemption  by  the
     Corporation  of such  Retracted  Shares shall take place on the  Retraction
     Date. In the event that Callco does not deliver a Callco Call Notice within
     such five Business Day period,  and provided that the Retraction Request is
     not  revoked by the  holder in the manner  specified  in Section  6.7,  the
     Corporation shall redeem the Retracted Shares on the Retraction Date and in
     the manner otherwise contemplated in this Article 6.

6.4  The  Corporation or Callco,  as the case may be, shall deliver or cause the
     Transfer  Agent to deliver to the  relevant  holder,  at the address of the
     holder  recorded in the register of shareholders of the Corporation for the
     Exchangeable  Shares or at the address specified in the holder's Retraction
     Request or by holding for pick-up by the holder at the



<PAGE>


                                      -13-



     registered office of the Corporation or at any office of the Transfer Agent
     as  may be  specified  by the  Corporation  by  notice  to the  holders  of
     Exchangeable  Shares,  certificates  representing  the Parent Common Shares
     (which shares shall be fully paid and  non-assessable and shall be free and
     clear of any  lien,  claim or  encumbrance)  registered  in the name of the
     holder or in such other name as the holder may request,  and, if applicable
     and on or before the payment date therefor,  a cheque payable at par at any
     branch of the bankers of the  Corporation or Callco,  as applicable,  in an
     amount equal to declared and unpaid  dividends  or the  aggregate  Dividend
     Amount, as the case may be, in payment of the total Retraction Price or the
     total Purchase  Price,  as the case may be, in each case,  less any amounts
     withheld on account of tax pursuant to Section  13.3,  and such delivery of
     such certificates and cheques on behalf of the Corporation or by Callco, as
     the case may be, or by the Transfer  Agent shall be deemed to be payment of
     and shall satisfy and  discharge  all  liability  for the total  Retraction
     Price or total Purchase  Price,  as the case may be, to the extent that the
     same is  represented by such share  certificates  and cheques (plus any tax
     deducted and withheld therefrom and remitted to the proper tax authority).

6.5  On and after the close of business on the  Retraction  Date,  the holder of
     the Retracted  Shares shall cease to be a holder of such  Retracted  Shares
     and shall not be  entitled  to  exercise  any of the  rights of a holder in
     respect thereof (including, without limitation, any rights under the Voting
     and  Exchange  Trust  Agreement),  other  than  the  right to  receive  its
     proportionate  part of the total  Retraction Price or total Purchase Price,
     as the case may be, unless upon  presentation and surrender of certificates
     in  accordance  with  the  foregoing  provisions,   payment  of  the  total
     Retraction Price or the total Purchase Price, as the case may be, shall not
     be made as provided in Section 6.4 hereof, in which case the rights of such
     holder  shall remain  unaffected  until the total  Retraction  Price or the
     total  Purchase  Price,  as the case may be,  has been  paid in the  manner
     hereinbefore provided. On and after the close of business on the Retraction
     Date,  provided that presentation and surrender of certificates and payment
     of the total  Retraction Price or the total Purchase Price, as the case may
     be, has been made in accordance with the foregoing  provisions,  the holder
     of the  Retracted  Shares so redeemed by the  Corporation  or  purchased by
     Callco shall  thereafter be a holder of the Parent Common Shares  delivered
     to it.

6.6  Notwithstanding  any other  provision  of this  Article 6, the  Corporation
     shall not be obligated to redeem  Retracted Shares specified by a holder in
     a Retraction Request to the extent that such redemption of Retracted Shares
     would  be  contrary  to  solvency   requirements  or  other  provisions  of
     applicable law. If the Corporation  believes that on any Retraction Date it
     would not be permitted by any of such  provisions  to redeem the  Retracted
     Shares tendered for redemption on such date, and provided that Callco shall
     not have exercised the Retraction  Call Right with respect to the Retracted
     Shares,  the Corporation shall only be obligated to redeem Retracted Shares
     specified by a holder in a Retraction  Request to the extent of the maximum
     number that may be so redeemed  (rounded  down to a whole number of shares)
     as would not be contrary to such provisions and shall notify the holder and
     the Trustee at least two Business Days prior to the  Retraction  Date as to
     the  number  of  Retracted  Shares  which  will  not  be  redeemed  by  the
     Corporation.  In any case in which the  redemption  by the  Corporation  of
     Retracted  Shares  would be  contrary  to  solvency  requirements  or other
     provisions of applicable law, the Corporation shall redeem Retracted Shares
     in accordance with Section 6.2 of these share



<PAGE>


                                      -14-


     provisions  on a pro rata basis and shall issue to each holder of Retracted
     Shares a new certificate,  at the expense of the Corporation,  representing
     the Retracted  Shares not redeemed by the  Corporation  pursuant to Section
     6.2  hereof.  Provided  that the  Retraction  Request is not revoked by the
     holder in the  manner  specified  in  Section  6.7 and that  Callco has not
     exercised the Retraction  Call Right with respect to the Retracted  Shares,
     the  holder  of such  Retracted  Shares  not  redeemed  by the  Corporation
     pursuant  to  Section  6.2 as a result of  solvency  requirements  or other
     provisions  of  applicable  law shall be deemed  by giving  the  Retraction
     Request to constitute  notice by the holder to the Trustee  instructing the
     Trustee to require  Parent to,  subject to  applicable  law,  purchase such
     Retracted  Shares  from such  holder on the  Retraction  Date or as soon as
     practicable  thereafter on payment by Parent to such holder of the Purchase
     Price for each such Retracted Share, all as more  specifically  provided in
     the Voting and Exchange Trust Agreement.

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

                                   ARTICLE 7
              REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION

7.1  Subject to  applicable  law,  and  provided  Callco has not  exercised  the
     Redemption Call Right, the Corporation  shall on the Redemption Date redeem
     all but not  less  than  all of the then  outstanding  Exchangeable  Shares
     (other than any such shares then held by Parent or an  Affiliate of Parent)
     for an amount per share equal to the sum of: (i) the Current  Market  Price
     of a Parent Common Share on the last  Business Day prior to the  Redemption
     Date (the  "Redemption  Price"),  which shall be  satisfied  in full by the
     Corporation  causing to be delivered to each holder of Exchangeable  Shares
     one Parent  Common Share for each  Exchangeable  Share held by such holder,
     together with (ii) the full amount of all declared and unpaid  dividends on
     each such  Exchangeable  Share held by such holder on any  dividend  record
     date which occurred prior to the Redemption Date.

7.2  In any case of a redemption  of  Exchangeable  Shares under this Article 7,
     the  Corporation  shall, at least 60 days before the Redemption Date (other
     than a Redemption  Date  established  in connection  with a Parent  Control
     Transaction,  an Exchangeable  Share Voting Event,  an Exempt  Exchangeable
     Share  Voting  Event or a Change in Tax  Law),  send or cause to be sent to
     each holder of Exchangeable Shares a notice in writing of the redemption by
     the  Corporation or the purchase by Callco under the Redemption Call Right,
     as the case may be, of the Exchangeable  Shares held by such holder. In the
     case of a Redemption  Date  established in connection with a Parent Control
     Transaction,  an Exchangeable  Share Voting Event,  an Exempt  Exchangeable
     Share  Voting  Event or a Change  in Tax Law,  the  written  notice  of the
     redemption  by  the  Corporation  or  the  purchase  by  Callco  under  the
     Redemption Call Right will be sent on or before the Redemption  Date, on as
     many days prior written notice as may be determined by the



<PAGE>


                                      -15-



     Board of Directors to be reasonably  practicable in the  circumstances.  In
     any such case,  such notice shall set out the formula for  determining  the
     Redemption Price or the Redemption Call Purchase Price, as the case may be,
     the Redemption Date and, if applicable,  particulars of the Redemption Call
     Right.

7.3  On or after the  Redemption  Date and subject to the  exercise by Callco of
     the Redemption Call Right, the Corporation shall pay or cause to be paid to
     the holders of the Exchangeable  Shares to be redeemed the Redemption Price
     for each such  Exchangeable  Share,  together  with the full  amount of all
     declared and unpaid dividends on each such Exchangeable  Share held by such
     holder on any dividend  record date which  occurred prior to the Redemption
     Date, less any amounts withheld on account of tax pursuant to Section 13.3,
     upon presentation and surrender at the registered office of the Corporation
     or at any  office  of  the  Transfer  Agent  as  may  be  specified  by the
     Corporation  in  such  notice  of  the   certificates   representing   such
     Exchangeable Shares,  together with such other documents and instruments as
     may be required to effect a transfer of  Exchangeable  Shares under the BCA
     and  the  Articles  of  the  Corporation  and  such  additional  documents,
     instruments  and payments as the  Transfer  Agent and the  Corporation  may
     reasonably  require.  Payment  of  the  total  Redemption  Price  for  such
     Exchangeable Shares, together with payment of such dividends, shall be made
     by  transferring  or causing to be issued or transferred to each holder the
     Parent  Common Shares to which such holder is entitled and by delivering to
     such  holder,  at the  address of such holder  recorded in the  register of
     shareholders of the Corporation for the  Exchangeable  Shares or by holding
     for pick-up by such holder at the registered  office of the  Corporation or
     at any office of the Transfer Agent as may be specified by the  Corporation
     in such  notice,  on behalf of the  Corporation  certificates  representing
     Parent Common  Shares (which shares shall be fully paid and  non-assessable
     and shall be free and  clear of any lien,  claim or  encumbrance)  and,  if
     applicable, a cheque of the Corporation payable at par at any branch of the
     bankers of the Corporation in payment of any such dividends,  in each case,
     less any amounts  withheld on account of tax pursuant to Section  13.3.  On
     and after the  Redemption  Date,  the  holders of the  Exchangeable  Shares
     called for redemption shall cease to be holders of such Exchangeable Shares
     and shall not be  entitled  to  exercise  any of the  rights of  holders in
     respect thereof (including, without limitation, any rights under the Voting
     and  Exchange  Trust  Agreement),  other  than the right to  receive  their
     proportionate  part of the total  Redemption  Price and any such dividends,
     unless  payment of the total  Redemption  Price and any such  dividends for
     such Exchangeable  Shares shall not be made upon presentation and surrender
     of certificates in accordance with the foregoing provisions,  in which case
     the  rights  of  the  holders  shall  remain  unaffected  until  the  total
     Redemption  Price  and any such  dividends  have  been  paid in the  manner
     hereinbefore  provided.  The  Corporation  shall have the right at any time
     after the  sending of notice of its  intention  to redeem the  Exchangeable
     Shares as  aforesaid to transfer or cause to be issued or  transferred  to,
     and  deposited  with,  the  Depositary  named  in  such  notice  the  total
     Redemption  Price  for  and  the  full  amount  of  such  dividends  on the
     Exchangeable  Shares (except as otherwise  provided in this Section 7.3) so
     called  for  redemption,  or  of  such  of  the  said  Exchangeable  Shares
     represented by certificates  that have not at the date of such deposit been
     surrendered by the holders thereof in connection with such redemption, less
     any amounts  withheld  on account of tax  pursuant  to Section  13.3,  such
     Redemption  Price to be held by the Depositary as trustee for and on behalf
     of, and for the use and benefit of,



<PAGE>

                                      -16-



     such holders.  Upon the later of such deposit being made and the Redemption
     Date, the  Exchangeable  Shares in respect  whereof such deposit shall have
     been made shall be  redeemed  and the rights of the holders  thereof  after
     such deposit or  Redemption  Date,  as the case may be, shall be limited to
     receiving their  proportionate  part of the total Redemption Price and such
     dividends for such Exchangeable Shares, without interest, and when received
     by the Depositary,  all dividends and other  distributions  with respect to
     the Parent  Common  Shares to which such holder is  entitled  with a record
     date after the later of the date of such  deposit and the  Redemption  Date
     and before the date of transfer of such Parent Common Shares to such holder
     (in each case less any  amounts  withheld  on  account of tax  pursuant  to
     Section 13.3), without interest,  against presentation and surrender of the
     certificates  for the  Exchangeable  Shares held by them in accordance with
     the  foregoing  provisions.  Upon  such  payment  or  deposit  of the total
     Redemption  Price and the full  amount of such  dividends,  the  holders of
     Exchangeable  Shares  shall  thereafter  be  considered  and deemed for all
     purposes to be holders of the Parent Common Shares delivered to them or the
     custodian on their behalf.

                                   ARTICLE 8
                            PURCHASE FOR CANCELLATION

8.1  Subject to  applicable  law and  notwithstanding  Section 8.2  hereof,  the
     Corporation may at any time and from time to time purchase for cancellation
     all or any part of the  Exchangeable  Shares by private  agreement with any
     holder of Exchangeable Shares.

8.2  Subject to applicable law, the Corporation may at any time and from time to
     time  purchase  for  cancellation  all  or  any  part  of  the  outstanding
     Exchangeable  Shares at any price by tender to all the holders of record of
     Exchangeable Shares then outstanding or through the facilities of any stock
     exchange on which the Exchangeable Shares are listed or quoted at any price
     per share. If in response to an invitation for tenders under the provisions
     of this Section 8.2,  more  Exchangeable  Shares are tendered at a price or
     prices  acceptable to the  Corporation  than the Corporation is prepared to
     purchase,  the Exchangeable Shares to be purchased by the Corporation shall
     be purchased as nearly as may be pro rata according to the number of shares
     tendered by each holder who submits a tender to the  Corporation,  provided
     that when shares are tendered at different prices,  the pro rating shall be
     effected (disregarding  fractions) only with respect to the shares tendered
     at the price at which more shares were  tendered  than the  Corporation  is
     prepared to purchase  after the  Corporation  has  purchased all the shares
     tendered  at  lower  prices.  If  part  only  of  the  Exchangeable  Shares
     represented by any  certificate  shall be purchased,  a new certificate for
     the  balance  of  such  shares  shall  be  issued  at  the  expense  of the
     Corporation.

                                   ARTICLE 9
                        VOTING RIGHTS AND EXCHANGE RIGHTS

9.1  Except as required by  applicable  law and by Article 10,  Section 11.1 and
     Section 12.2 hereof,  the holders of the  Exchangeable  Shares shall not be
     entitled  as such to  receive  notice of or to attend  any  meeting  of the
     shareholders  of the  Corporation  or to vote at any such meeting.  Without
     limiting the generality of the foregoing, to the extent permitted by




<PAGE>

                                      -17-



     applicable law, the holders of the Exchangeable Shares shall not have class
     votes in the  circumstances  contemplated  by  Section  61 of the BCA as in
     force on the Effective Date.

9.2  Upon and  subject  to the terms and  conditions  contained  in these  share
     provisions:

     (a)  a holder of  Exchangeable  Shares shall have the right (the  "Exchange
          Put Right")  upon the  occurrence  of an Exchange Put Event to require
          Parent to purchase all or any part of the  Exchangeable  Shares of the
          holder; and

     (b)  upon the  exercise by the holder of the  Exchange Put Right the holder
          shall be required to sell to Parent,  and Parent  shall be required to
          purchase  from the  holder,  that  number  of  Exchangeable  Shares in
          respect of which the Exchange Put Right is exercised, in consideration
          of the  payment by Parent of an amount per share  equal to the sum of:
          (i) the  Current  Market  Price of a Parent  Common  Share on the last
          Business Day prior to the Exchange Put Date (the "Put Amount"),  which
          shall be  satisfied  in full by Parent  delivering  to such holder one
          Parent  Common  Share,  and (ii) an amount  equal to all  declared and
          unpaid dividends on each such  Exchangeable  Share held by such holder
          on any dividend  record date which  occurred prior to the Exchange Put
          Date (collectively, the "Put Consideration").

9.3  The Exchange Put Right may be exercised  upon the occurrence of an Exchange
     Put Event by notice in writing  given by the holder to and  received by the
     Trustee (the date of such receipt, the "Exchange Put Date") and accompanied
     by  presentation  and  surrender  of  the  certificates  representing  such
     Exchangeable  Shares,  and, in the event that at the time of  purchase  the
     Exchangeable Shares are not listed on a recognized Canadian stock exchange,
     a completed  Section  116  certificate  under the Income Tax Act  (Canada),
     together with such documents and instruments as may be required to effect a
     transfer  of  Exchangeable  Shares  under the BCA and the  Articles  of the
     Corporation  and such  additional  documents and instruments as the Trustee
     may reasonably  require,  at the principal  transfer  offices in Vancouver,
     British  Columbia of the  Trustee,  or such other  office or offices of the
     Trustee or of the other persons  designated by the Trustee for that purpose
     as may from time to time be  maintained  by the Trustee  for that  purpose.
     Such  notice  may be (i)  in  the  forms  of  the  panel,  if  any,  on the
     certificates  representing  Exchangeable  Shares,  (ii) in such  other form
     satisfactory  to the  Trustee  (or such  other  persons  aforesaid),  shall
     stipulate the number of  Exchangeable  Shares in respect of which the right
     is  exercised  (which may not exceed  the number of shares  represented  by
     certificates  surrendered to the Trustee),  shall be irrevocable unless the
     exchange is not completed in accordance  herewith and shall  constitute the
     holder's authorization to the Trustee (and such other persons aforesaid) to
     effect the exchange on behalf of the holder.

9.4  The completion of the sale and purchase referred to in Section 9.3 shall be
     required to occur,  and Parent shall be required to take all actions on its
     part necessary to permit it to occur,  not later than the close of business
     on the third Business Day following the Exchange Put Date.




<PAGE>

                                      -18-



9.5  The surrender by the holder of Exchangeable  Shares under Section 9.4 shall
     constitute  the  representation,  warranty  and covenant of the holder that
     Exchangeable Shares so purchased are sold free and clear of any lien, claim
     or encumbrance.

9.6  If a part only of the  Exchangeable  Shares  represented by any certificate
     are to be sold and  purchased  pursuant to the exercise of the Exchange Put
     Right, a new certificate for the balance of such Exchangeable  Shares shall
     be issued to the holder at the expense of the Corporation.

9.7  Upon receipt by the Trustee of the notice, certificates and other documents
     or instruments required by Section 9.8, the Trustee shall pay, on behalf of
     Parent and subject to receipt by the Trustee from Parent of the  applicable
     Put Consideration,  to the relevant holder,  the Put Amount,  together with
     payment of all declared and unpaid  dividends  on each  Exchangeable  Share
     held by such holder on any dividend record date which occurred prior to the
     Exchange Put Date, less any amounts  withheld on account of tax pursuant to
     Section  13.3,  by  delivering  to each holder the Parent  Common Shares to
     which such holder is entitled  and by  delivering  to such  holder,  at the
     address of such holder  recorded in the  register  of  shareholders  of the
     Corporation for the  Exchangeable  Shares or by holding for pick-up by such
     holder at the registered  office of the Corporation or at any office of the
     Transfer  Agent  as  may  be  specified  by  the  Corporation  certificates
     representing  Parent  Common  Shares  (which shares shall be fully paid and
     non-assessable and shall be free of any lien, claim or encumbrance) and, if
     applicable,  a cheque payable at par in payment of any such  dividends,  in
     each case, less any amounts  withheld on account of tax pursuant to Section
     13.3.

9.8  On and after the close of business on the Exchange Put Date,  the holder of
     the  Exchangeable  Shares in  respect  of which the  Exchange  Put Right is
     exercised 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  its  proportionate  part of the
     total Put  Amount  and any such  dividends  for such  Exchangeable  Shares,
     unless  such  payment  shall not be made,  in which case the rights of such
     holder shall  remain  unaffected  until such payment has been made.  On and
     after  the close of  business  on the  Exchange  Put  Date,  provided  that
     presentation  and surrender of  certificates  and payments of the total Put
     Amount and any such dividends for such Exchangeable Shares has been made in
     accordance with the foregoing  provisions,  the holder of the  Exchangeable
     Shares so purchased by Parent shall thereafter be considered and deemed for
     all purposes to be a holder of the Parent Common Share  delivered to it and
     entitled  to all  dividends  and other  distributions  with  respect to the
     Parent  Common  Shares to which such holder is entitled  with a record date
     after the  Exchange Put Date and before the date of transfer of such Parent
     Common  Shares to such  holder (in each case less any  amounts  withheld on
     account of tax pursuant to Section 13.3), without interest.




<PAGE>

                                      -19-



                                   ARTICLE 10
                             AMENDMENT AND APPROVAL


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

10.2 Any  approval  given by the holders of the  Exchangeable  Shares to add to,
     change or remove any right,  privilege,  restriction or condition attaching
     to the  Exchangeable  Shares or any other matter  requiring the approval or
     consent of the holders of the  Exchangeable  Shares shall be deemed to have
     been  sufficiently  given if it shall  have been given in  accordance  with
     applicable  law  subject to a minimum  requirement  that such  approval  be
     evidenced by  resolution  passed by not less than  two-thirds  of the votes
     cast on such resolution at a meeting of holders of Exchangeable Shares duly
     called  and held at which the  holders  of at least 20% of the  outstanding
     Exchangeable  Shares  at that time are  present  or  represented  by proxy;
     provided  that if at any such  meeting  the  holders of at least 20% of the
     outstanding Exchangeable Shares at that time are not present or represented
     by proxy within  one-half  hour after the time  appointed for such meeting,
     then the meeting  shall be  adjourned  to such date not less than five days
     thereafter  and to such time and place as may be designated by the Chairman
     of such  meeting.  At such  adjourned  meeting the holders of  Exchangeable
     Shares  present or  represented  by proxy thereat may transact the business
     for which the meeting was originally called and a resolution passed thereat
     by the  affirmative  vote of not less than  two-thirds of the votes cast on
     such resolution at such meeting shall constitute the approval or consent of
     the holders of the Exchangeable Shares.


                                   ARTICLE 11
           RECIPROCAL CHANGES, ETC. IN RESPECT OF PARENT COMMON SHARES

11.1 Each  holder  of  an  Exchangeable  Share  acknowledges  that  the  Support
     Agreement  provides,  in part, that so long as any Exchangeable  Shares not
     owned by Parent or its Affiliates are outstanding,  Parent will not without
     the prior approval of the Corporation and the prior approval of the holders
     of the  Exchangeable  Shares given in accordance with Section 10.2 of these
     share provisions:

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



<PAGE>

                                      -20-



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

     (c)  issue or distribute to the holders of all or substantially  all of the
          then outstanding Parent Common Shares:

          (i)  shares or  securities  of Parent of any class  other than  Parent
               Common Shares (other than shares or securities  convertible  into
               or  exchangeable  for or carrying rights to acquire Parent Common
               Shares);

          (ii) rights,  options or  warrants  other than  those  referred  to in
               Section 11.1(b)above;

          (iii) evidences of indebtedness of Parent; or

          (iv) assets of Parent,

     unless  the  economic  equivalent  on a per  share  basis  of such  rights,
     options, warrants,  securities,  shares, evidences of indebtedness or other
     assets  is  issued  or  distributed   simultaneously   to  holders  of  the
     Exchangeable  Shares;  provided  that,  for  greater  certainty,  the above
     restrictions  shall not apply to any  securities  issued or  distributed by
     Parent  in  order  to  give  effect  to  and  consummate  the  transactions
     contemplated  by, and in accordance  with, the Combination  Agreement.  The
     Support Agreement further provides,  in part, that the aforesaid provisions
     of the Support  Agreement  shall not be changed without the approval of the
     holders of the Exchangeable Shares given in accordance with Section 10.2 of
     these share provisions.

11.2 Each  holder  of  an  Exchangeable  Share  acknowledges  that  the  Support
     Agreement  further  provides,  in  part,  that so long as any  Exchangeable
     Shares not owned by Parent or its Affiliates are  outstanding,  Parent will
     not without the prior approval of the Corporation and the prior approval of
     the holders of the  Exchangeable  Shares given in  accordance  with Section
     10.2 of these share provisions:

     (a)  subdivide,  redivide  or change  the then  outstanding  Parent  Common
          Shares into a greater number of Parent Common Shares;

     (b)  reduce,  combine,  consolidate or change the then  outstanding  Parent
          Common Shares into a lesser number of Parent Common Shares; or

     (c)  reclassify  or otherwise  change the Parent Common Shares or effect an
          amalgamation,  merger,  reorganization or other transaction  affecting
          the Parent Common Shares,

     unless the same or an economically  equivalent change shall  simultaneously
     be made to, or in, the rights of the  holders of the  Exchangeable  Shares,
     provided  that, for greater  certainty,  the above  restrictions  shall not
     apply to any securities issued or distributed by




<PAGE>

                                      -21-



     Parent  in  order  to  give  effect  to  and  consummate  the  transactions
     contemplated  by, and in accordance  with, the Combination  Agreement.  The
     Support Agreement further provides,  in part, that the aforesaid provisions
     of the Support  Agreement  shall not be changed without the approval of the
     holders of the Exchangeable Shares given in accordance with Section 10.2 of
     these share provisions.

11.3 If Parent,  at any time after the date hereof,  consummates any transaction
     (whether   by  way  of   reconstruction,   reorganization,   consolidation,
     arrangement,  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  or other  entity  resulting  therefrom  (such other  person or
     continuing  corporation  (or,  in the  event of a merger,  amalgamation  or
     similar  transaction  pursuant to which holders of shares in the capital of
     Parent are entitled to receive  shares or other  ownership  interest in the
     capital of any  corporation  or other  legal  entity  other than such other
     person or  continuing  corporation,  then such  corporation  or other legal
     entity in which  holders of shares in the capital of Parent are entitled to
     receive  an  interest)  is herein  called  the  "Parent  Successor")  then,
     provided that the Parent  Successor is bound, or has agreed to be bound, by
     the  provisions  of the Voting and  Exchange  Trust  Agreement  and Support
     Agreement  and to  assume  the  obligations  of  Parent  thereunder  to the
     satisfaction of the Board of Directors,  all references in these Provisions
     Articles of  Incorporation  to Parent  Common  Shares shall be deemed to be
     references  to the shares of the Parent  Successor  which has  assumed  the
     obligations  of Parent  and all  references  to  Parent  shall be to Parent
     Successor,  without amendment to these Provisions Articles of Incorporation
     or any further action whatsoever.  For greater certainty,  if a transaction
     described in this Section  11.3 results in holders of  Exchangeable  Shares
     being entitled to exchange their Exchangeable Shares for shares of a Parent
     Successor in a different ratio than that set out in these share provisions,
     then these share  provisions shall be deemed to be amended to refer to such
     different ratio(s).


                                   ARTICLE 12
               ACTIONS BY THE CORPORATION UNDER SUPPORT AGREEMENT

12.1 The Corporation  will take all such actions and do all such things as shall
     be  necessary  or  advisable  to  perform  and  comply  with and to  ensure
     performance and compliance by Parent,  Callco and the Corporation  with all
     provisions of the Support  Agreement  applicable to Parent,  Callco and the
     Corporation,  respectively, in accordance with the terms thereof including,
     without  limitation,  taking all such  actions and doing all such things as
     shall be necessary or advisable to enforce to the fullest  extent  possible
     for the direct benefit of the Corporation all rights and benefits in favour
     of the Corporation under or pursuant to such agreement.

12.2 The Corporation shall not propose, agree to or otherwise give effect to any
     amendment to, or waiver or forgiveness of its rights or obligations  under,
     the  Support   Agreement  without  the  approval  of  the  holders  of  the
     Exchangeable  Shares given in  accordance  with Section 10.2 of these share
     provisions other than such amendments, waivers and/or forgiveness as may be
     necessary or advisable for the purposes of:


<PAGE>

                                      -22-



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

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

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

                                   ARTICLE 13
                     LEGEND; CALL RIGHTS; WITHHOLDING RIGHTS


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

13.2 Each holder of an Exchangeable Share,  whether of record or beneficial,  by
     virtue of becoming and being such a holder  shall be deemed to  acknowledge
     each  of the  Liquidation  Call  Right,  the  Retraction  Call  Right,  the
     Redemption Call Right and the Parent Call Right, in each case, in favour of
     Callco or Parent,  as the case may be,  and in the case of the  Liquidation
     Call Right,  the Retraction Call Right and the Redemption  Call Right,  the
     overriding  nature thereof in connection with the liquidation,  dissolution
     or winding-up of the Corporation or other distribution of the assets of the
     Corporation  among its  shareholders  for the  purpose  of  winding  up its
     affairs or the retraction or redemption of Exchangeable Shares, as the case
     may be, and to be bound thereby in favour of Callco or Parent,  as the case
     may be, as therein provided.

13.3 The Corporation, Callco, Parent and the Transfer Agent shall be entitled to
     deduct and withhold from any dividend or consideration otherwise payable to
     any holder of Exchangeable Shares such amounts as the Corporation,  Callco,
     Parent or the  Transfer  Agent is  required  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  federal,
     provincial,  territorial, state, local or foreign tax law, in each case, as
     amended or  succeeded,  or entitled to  withhold  under  Section 116 of the
     Income Tax Act (Canada) or




<PAGE>


                                      -23


     any corresponding  provision of provincial laws. To the extent that amounts
     are so withheld, such withheld amounts shall be treated for all purposes as
     having  been paid to the  holder of the  Exchangeable  Shares in respect of
     which such deduction and withholding was made,  provided that such withheld
     amounts are actually remitted to the appropriate  taxing authority.  To the
     extent  that the amount so  required or entitled to be deducted or withheld
     from any payment to a holder exceeds the cash portion of the  consideration
     otherwise payable to the holder,  the Corporation,  Callco,  Parent and the
     Transfer Agent are hereby  authorized to sell or otherwise  dispose of such
     portion of the consideration as is necessary to provide sufficient funds to
     the Corporation,  Callco, Parent or the Transfer Agent, as the case may be,
     to enable it to comply with such  deduction or  withholding  requirement or
     entitlement and the Corporation, Callco, Parent or the Transfer Agent shall
     notify the holder thereof and remit to such holder any unapplied balance of
     the net proceeds of such sale.

                                   ARTICLE 14
                                     NOTICES

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

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

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




<PAGE>

                                      -24-



     otherwise  alter or  affect  any  action or  proceeding  to be taken by the
     Corporation pursuant thereto.

14.4 If the  Corporation  determines that mail service is or is threatened to be
     interrupted at the time when the  Corporation is required or elects to give
     any notice to the holders of Exchangeable shares hereunder, the Corporation
     shall,  notwithstanding the provisions hereof, give such notice by means of
     publication in The Globe and Mail,  national edition,  or any other English
     language  daily  newspaper or newspapers of general  circulation  in Canada
     once in each of two  successive  weeks,  and notice so  published  shall be
     deemed to have been given on the latest date on which the first publication
     has taken place.


                                   ARTICLE 15
                 DISCLOSURE OF INTERESTS IN EXCHANGEABLE SHARES

15.1 The Corporation  shall be entitled to require any holder of an Exchangeable
     Share or any Person who the  Corporation  knows or has reasonable  cause to
     believe holds any interest  whatsoever in an Exchangeable  Share to confirm
     that  fact or to give  such  details  as to whom  has an  interest  in such
     Exchangeable Share as would be required (if the Exchangeable  Shares were a
     Class of "equity shares" of Exchangeco) under Section 111 of the Securities
     Act (British Columbia) or under other equivalent  legislation,  or as would
     be required  under the  articles of Parent or any laws or  regulations,  or
     pursuant to the rules or regulations of any regulatory authority, of Canada
     or the United States if the Exchangeable Shares were Parent Common Shares.


                                   ARTICLE 16
                              NO FRACTIONAL SHARES

16.1 A holder of Exchangeable  Shares shall not be entitled to any fraction of a
     Parent  Common  Share  upon  the  exchange  or  purchase  of such  holder's
     Exchangeable  Shares  pursuant to Article 5,  Article 6 or Article 7 and no
     certificates  representing any such fractional interest shall be issued and
     such holder  otherwise  entitled to a fractional  interest will receive for
     such fractional  interest from the Corporation or Callco as the case may be
     on the  designated  payment  date a cash payment  equal to such  fractional
     interest multiplied by the Current Market Price.




<PAGE>

                                   SCHEDULE A


                              NOTICE OF RETRACTION


To:      Orion Exchangeco Ltd. (the "Corporation")
         3087761 Nova Scotia Company ("Callco")
         At Road, Inc. ("Parent")

This  notice is given  pursuant  to  Article  6 of the  provisions  (the  "Share
Provisions") attaching to the Exchangeable Shares of the Corporation represented
by this  certificate  and all  capitalized  words and  expressions  used in this
notice that are defined in the Share  Provisions  have the meanings  ascribed to
such words and expressions in such Share Provisions.

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

     [_]  all share(s) represented by this certificate; or

     [_]  share(s) only represented by this certificate.

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

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

The undersigned  acknowledges the overriding  Retraction Call Right of Callco to
purchase all but not less than all the Retracted Shares from the undersigned and
that  this  notice  is and  shall  be  deemed  to be a  revocable  offer  by the
undersigned  to sell the  Retractable  Shares to Callco in  accordance  with the
Retraction  Call Right on the Retraction  Date for the Purchase Price and on the
other terms and  conditions set out in Article 6 of the Share  Provisions.  This
notice of retraction, and this offer to sell the Retracted Shares to Callco, may
be revoked and withdrawn by the  undersigned  only by notice in writing given to
the  Corporation  at any time before the close of business on the  Business  Day
immediately preceding the Retraction Date.

The  undersigned  acknowledges  that if, as a result of solvency  provisions  of
applicable  law, the Corporation is unable to redeem all Retracted  Shares,  and
provided  that Callco shall not have  exercised the  Retraction  Call Right with
respect  to the  Retracted  Shares,  the  undersigned  will  be  deemed  to have
exercised  the  Exchange  Right (as  defined in the Voting  and  Exchange  Trust
Agreement)  pursuant to which  Parent will  purchase  the  unredeemed  Retracted
Shares.





<PAGE>

                                      -2-



The  undersigned  hereby  represents and warrants to Callco and the  Corporation
that the undersigned:

     [_] is
     (select one)
     [_] is not

a non-resident of Canada for purposes of the Income Tax Act (Canada).

The  undersigned  acknowledges  that in the  absence of an  indication  that the
undersigned  is not a  non-resident  of Canada,  DEDUCTION  AND  withholding  on
account of Canadian tax may be made from amounts  payable to the  undersigned on
the redemption or purchase of the Retracted Shares.

The  undersigned  hereby  represents and warrants to Callco and the  Corporation
that the  undersigned  has good title to, and owns, the share(s)  represented by
this  certificate to be acquired by Callco or the  Corporation,  as the case may
be, free and clear of any lien, claim or encumbrance.

------------        -----------------------------      ------------------------
(Date)              (Signature of Shareholder)         (Guarantee of Signature)

[_]       Please check box if the  securities  and any cheque(s)  resulting from
          the retraction or purchase of the Retracted  Shares are to be held for
          pick-up by the shareholder from the Transfer Agent,  failing which the
          securities and any cheque(s) will be mailed to the last address of the
          shareholder as it appears on the register.

NOTE:     This panel must be completed and this certificate,  together with such
          additional  documents  as the  Transfer  Agent  may  require,  must be
          deposited  with the Transfer  Agent.  The securities and any cheque(s)
          resulting from the retraction or purchase of the Retracted Shares will
          be issued and  registered in, and made payable to,  respectively,  the
          name  of  the  shareholder  as it  appears  on  the  register  of  the
          Corporation  and the securities and any cheque(s)  resulting from such
          retraction  or  purchase  will be  delivered  to such  shareholder  as
          indicated above,  unless the form appearing  immediately below is duly
          completed.


Date: ___________________________

Name of Person in Whose Name Securities or Cheque(s)
Are to be Registered, Issued or Delivered (please print):

Street Address or P.O. Box:       _______________________________________

Signature of Shareholder:         _______________________________________

City, Province and Postal Code:   _______________________________________

Signature Guaranteed by:          _______________________________________


<PAGE>

                                      -3-




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



<PAGE>





                                    EXHIBIT D

                  FORM OF EXCHANGEABLE SHARE SUPPORT AGREEMENT

     MEMORANDUM  OF AGREEMENT  made as of the o day of o, 2004,  by and among At
Road,  Inc.,  a  corporation  existing  under the laws of Delaware  (hereinafter
referred to as "Parent")  and Orion  Exchangeco,  Ltd., a  corporation  existing
under the laws of British Columbia (hereinafter referred to as "Exchangeco").

RECITALS:

     (a)  In connection with a combination  agreement (as amended,  supplemented
          or restated,  the "Combination  Agreement") dated as of April 12, 2004
          among  Parent,   Exchangeco   and  MDSI  Mobile  Data  Solutions  Inc.
          ("Company"),   Exchangeco  is  to  issue   exchangeable   shares  (the
          "Exchangeable  Shares") to certain  holders of  securities  of Company
          pursuant to the plan of arrangement  contemplated  by the  Combination
          Agreement; and

     (b)  Pursuant  to the  Combination  Agreement,  Parent and  Exchangeco  are
          required to execute a support  agreement  substantially in the form of
          this agreement.

     In  consideration  of the  foregoing  and the mutual  agreements  contained
herein (the receipt and adequacy of which are  acknowledged),  the parties agree
as follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1  Defined Terms

     Each term  denoted  herein by initial  capital  letters  and not  otherwise
defined  herein  shall  have  the  meaning   ascribed  thereto  in  the  rights,
privileges,  restrictions and conditions (collectively,  the "Share Provisions")
attaching to the  Exchangeable  Shares as set out in the articles of Exchangeco,
which  Share  Provisions  shall  be as set  out in  Appendix  1 to the  Plan  of
Arrangement, unless the context requires otherwise.

1.2  Interpretation Not Affected by Headings

     The division of this agreement  into Articles,  Sections and other portions
and the insertion of headings are for  convenience  of reference  only and shall
not  affect  the  construction  or  interpretation  of  this  agreement.  Unless
otherwise  indicated,  all references to an "Article" or "Section" followed by a
number or a letter refer to the specified  Article or Section of this agreement.
The terms "this  agreement",  "hereof",  "herein"  and  "hereunder"  and similar
expressions refer to this agreement and not to any particular  Article,  Section
or other portion hereof and include any agreement or instrument supplementary or
ancillary hereto.

1.3  Number, Gender

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


<PAGE>

                                      -2-



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.

                                    ARTICLE 2
                       COVENANTS OF PARENT AND EXCHANGECO

2.1  Covenants Regarding Exchangeable Shares

     So long as any  Exchangeable  Shares not owned by Parent or its  Affiliates
are outstanding, Parent will:

     (a)  not declare or pay any dividend on the Parent Common Shares unless (i)
          Exchangeco  shall on the same day  declare or pay, as the case may be,
          an equivalent  dividend (as provided for in the Share  Provisions)  on
          the Exchangeable Shares (an "Equivalent Dividend") and (ii) Exchangeco
          shall have sufficient money or other assets or authorized but unissued
          securities  available  to enable the due  declaration  and the due and
          punctual payment, in accordance with applicable law, of any Equivalent
          Dividend;  or, if the  dividend is a stock  dividend,  in lieu of such
          dividend Exchangeco effects an economically  equivalent (as determined
          in accordance  with Section  2.7(d))  subdivision  of the  outstanding
          Exchangeable Shares (an "Equivalent Stock Subdivision");

     (b)  advise Exchangeco sufficiently in advance of the declaration by Parent
          of any  dividend  on  Parent  Common  Shares  and take all such  other
          actions as are reasonably necessary,  in co-operation with Exchangeco,
          to  ensure  that the  respective  declaration  date,  record  date and
          payment  date  for an  Equivalent  Dividend  shall  be the same as the
          declaration  date,  record date and payment date for the corresponding
          dividend  on the Parent  Common  Shares;  or, the record  date and the
          effective date for the Equivalent Stock  Subdivision shall be the same
          as the  record  date  and  payment  date for the  corresponding  stock
          dividend on the Parent Common Shares;

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

     (d)  take  all  such  actions  and do all  such  things  as are  reasonably
          necessary or desirable to enable and permit Exchangeco,  in accordance
          with applicable law, to pay and otherwise perform its obligations with
          respect to the satisfaction of the Liquidation  Amount, the Retraction
          Price  or  the  Redemption   Price  in  respect  of  each  issued  and
          outstanding  Exchangeable Share (other than Exchangeable  Shares owned
          by Parent or its  Affiliates)  upon the  liquidation,  dissolution  or
          winding-up of Exchangeco  or any other  distribution  of the assets of
          Exchangeco  among its  shareholders  for the purpose of winding up its
          affairs,  the  delivery  of  a  Retraction  Request  by  a  holder  of
          Exchangeable   Shares  or  a  redemption  of  Exchangeable  Shares  by
          Exchangeco,  as the case may be, including without limitation all such
          actions and all such things as are  necessary  or  desirable to enable
          and permit Exchangeco to cause to be delivered Parent Common Shares to
          the holders of



<PAGE>

                                      -3-



          Exchangeable  Shares in accordance with the provisions of Article 5, 6
          or 7, as the case may be, of the Share Provisions;

     (e)  take  all  such  actions  and do all  such  things  as are  reasonably
          necessary or desirable to (i) perform its obligations upon exercise of
          the  Parent  Call  Right,  and  (ii)  enable  and  permit  Callco,  in
          accordance with  applicable  law, to perform its  obligations  arising
          upon the exercise by it of the Liquidation  Call Right, the Retraction
          Call Right,  the Redemption Call Right or by Parent of the Parent Call
          Right,  including  without  limitation  all such  actions and all such
          things as are  necessary or  desirable to enable and permit  Callco or
          Parent to deliver or cause to be delivered Parent Common Shares to the
          holders of  Exchangeable  Shares in accordance  with the provisions of
          the Liquidation Call Right, the Retraction Call Right, the Parent Call
          Right or the Redemption Call Right, as the case may be;

     (f)  ensure that  Callco does not  exercise  its vote as a  shareholder  to
          initiate  the  voluntary  liquidation,  dissolution  or  winding up of
          Exchangeco  nor take any  action  or omit to take any  action  that is
          designed to result in the  liquidation,  dissolution  or winding-up of
          Exchangeco; and

     (g)  recognize the right of a holder of Exchangeable Shares to exercise its
          Exchange Put Right in the manner provided for in the Share Provisions.

2.2  Segregation of Funds

     Parent will cause  Exchangeco to deposit a sufficient  amount of funds in a
separate  account of Exchangeco and segregate a sufficient  amount of such other
assets and property as is necessary to enable  Exchangeco to pay dividends  when
due and to pay or otherwise satisfy its respective  obligations under Article 5,
6 or 7of the Share Provisions, as applicable.

2.3  Reservation of Parent Common Shares

     Parent  hereby  represents,  warrants and covenants in favour of Exchangeco
that  Parent  has  reserved  for  issuance  and  will,  at all  times  while any
Exchangeable  Shares  (other  than  Exchangeable  Shares  held by  Parent or its
Affiliates) are  outstanding,  keep available,  free from  pre-emptive and other
rights,  out of its authorized and unissued  capital stock such number of Parent
Common Shares (or other shares or securities into which Parent Common Shares may
be reclassified or changed as contemplated by Section 2.7) without  duplication:
(a) as is equal to the sum of (i) the number of  Exchangeable  Shares issued and
outstanding  from  time to time,  and (ii) the  number  of  Exchangeable  Shares
issuable  upon  the  exercise  of all  rights  to  acquire  Exchangeable  Shares
outstanding  from time to time; and (b) as are now and may hereafter be required
to enable  and  permit  Parent to meet its  obligations  under  the  Voting  and
Exchange Trust Agreement and under any other security or commitment  pursuant to
which Parent may now or hereafter be required to issue Parent Common Shares,  to
enable and permit Parent or Callco,  as the case may be, to meet its  respective
obligations under each of the Liquidation Call Right, the Retraction Call Right,
the Redemption Call Right,  the Parent Call Right or the Exchange Put Right with
respect to the transfer and delivery of Parent  Common  Shares and to enable and
permit  Exchangeco  to meet  its  obligations  hereunder  and  under  the  Share
Provisions.


<PAGE>

                                      -4-



2.4  Notification of Certain Events

     In order to assist Parent to comply with its  obligations  hereunder and to
permit Callco to exercise the Liquidation  Call Right, the Retraction Call Right
and the Redemption Call Right,  Exchangeco will notify Parent and Callco of each
of the following events at the time set forth below:

     (a)  in the  event  of any  determination  by the  Board  of  Directors  of
          Exchangeco  to  institute   voluntary   liquidation,   dissolution  or
          winding-up  proceedings  with respect to  Exchangeco  or to effect any
          other  distribution of the assets of Exchangeco among its shareholders
          for the purpose of winding up its affairs,  as soon as practicable and
          in any event at least 60 days prior to the proposed  effective date of
          such liquidation, dissolution, winding-up or other distribution;

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

     (c)  promptly, upon receipt by Exchangeco of a Retraction Request;

     (d)  promptly  upon  notice  of  redemption   being  given  to  holders  of
          Exchangeable  Shares upon the  determination  of a Redemption  Date in
          accordance with the Share Provisions; and

     (e)  promptly upon the issuance by Exchangeco of any Exchangeable Shares or
          rights to acquire Exchangeable Shares.

2.5  Delivery of Parent Common Shares to Exchangeco and Callco

     In furtherance of its obligations  under Section 2.1(d) and Section 2.1(e),
upon notice from  Exchangeco or Callco of any event that requires  Exchangeco or
Callco  to  cause  to be  delivered  Parent  Common  Shares  to  any  holder  of
Exchangeable  Shares,  Parent shall  forthwith  issue and deliver or cause to be
delivered to  Exchangeco  or Callco  (unless  Exchangeco  or Callco  already has
sufficient Parent Common Shares) the requisite number of Parent Common Shares to
be  received  by, and  issued to or to the order of,  the  former  holder of the
surrendered  Exchangeable  Shares, as Exchangeco or Callco may direct.  All such
Parent Common Shares shall be duly  authorized  and validly issued as fully paid
and  non-assessable  and  shall  be  free  and  clear  of  any  lien,  claim  or
encumbrance.

2.6  Qualification of Parent Common Shares

     If any Parent  Common  Shares  (or other  shares or  securities  into which
Parent Common Shares may be  reclassified  or changed as contemplated by Section
2.7) to be issued and delivered hereunder require  registration or qualification
with or approval of or the filing of any document,  including any  prospectus or
similar  document,  or the taking of any proceeding with or the obtaining of any
order, ruling or consent from any governmental or regulatory authority under any
United States or Canadian  federal,  provincial or state securities or other law
or regulation or


<PAGE>

                                      -5-



pursuant to the rules and  regulations  of any  securities  or other  regulatory
authority  or the  fulfillment  of any other  United  States or  Canadian  legal
requirement  before  such  shares (or such other  shares or  securities)  may be
issued by Parent and  delivered  by Parent at the  direction  of  Exchangeco  or
Callco, if applicable,  to the holder of surrendered  Exchangeable  Shares or in
order that such shares (or such other shares or securities) may be freely traded
thereafter  (other than any  restrictions of general  application on transfer by
reason of a holder being a "control person" for purposes of Canadian  provincial
securities law or an "affiliate" of Parent for purposes of United States federal
or state securities law), Parent will in good faith  expeditiously take all such
actions and do all such things as are reasonably necessary or desirable to cause
such Parent Common Shares (or such other shares or  securities) to be and remain
duly  registered,  qualified or approved under United States or Canadian law, as
the case may be. Parent will in good faith  expeditiously  take all such actions
and do all such things as are  reasonably  necessary  or  desirable to cause all
Parent  Common  Shares  (or such other  shares or  securities)  to be  delivered
hereunder to be listed,  quoted or posted for trading on all stock exchanges and
quotation  systems  on which  outstanding  Parent  Common  Shares (or such other
shares or  securities)  have been  listed by Parent  and  remain  listed and are
quoted or posted for trading at such time.

2.7  Economic Equivalence

     So long as any  Exchangeable  Shares not owned by Parent or its  Affiliates
are outstanding:

     (a)  Parent will not without  prior  approval of  Exchangeco  and the prior
          approval of the holders of the Exchangeable Shares given in accordance
          with Section 10.2 of the Share Provisions:

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

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

          (iii)issue or  distribute to the holders of all or  substantially  all
               of the then  outstanding  Parent  Common  Shares  (A)  shares  or
               securities of Parent of any class other than Parent Common Shares
               (other than shares or securities convertible into or exchangeable
               for or carrying  rights to acquire  Parent  Common  Shares),  (B)
               rights, options or warrants other than those



<PAGE>

                                      -6-



               referred to in Section 2.7(a)(ii),  (C) evidences of indebtedness
               of Parent or (D) assets of Parent;

          unless in each case the  economic  equivalent  on a per share basis of
          such  rights,  options,  warrants,  securities,  shares,  evidences of
          indebtedness  or other assets is issued or distributed  simultaneously
          to holders of the  Exchangeable  Shares;  provided  that,  for greater
          certainty,  the above  restrictions  shall not apply to any  shares or
          securities  issued or distributed by Parent in order to give effect to
          and to consummate the transactions  contemplated by, and in accordance
          with, the Combination Agreement.

     (b)  Parent will not without the prior approval of Exchangeco and the prior
          approval of the holders of the Exchangeable Shares given in accordance
          with Section 10.2 of the Share Provisions:

          (i)  subdivide,  redivide or change the then outstanding Parent Common
               Shares into a greater number of Parent Common Shares; or

          (ii) reduce,  combine,  consolidate  or  change  the then  outstanding
               Parent  Common  Shares  into a lesser  number  of  Parent  Common
               Shares; or

          (iii)reclassify or otherwise  change Parent Common Shares or effect an
               amalgamation,   merger,   reorganization   or  other  transaction
               affecting Parent Common Shares;

          unless  the  same  or  an   economically   equivalent   change   shall
          simultaneously  be made to, or in the  rights of the  holders  of, the
          Exchangeable Shares;  provided that, for greater certainty,  the above
          restrictions  shall not apply to any shares or other securities issued
          or  distributed by Parent in order to give effect to and to consummate
          the  transactions   contemplated  by,  and  in  accordance  with,  the
          Combination Agreement.

     (c)  Parent will  ensure that the record date for any event  referred to in
          Section 2.7(a) or Section 2.7(b),  or (if no record date is applicable
          for such event) the  effective  date for any such  event,  is not less
          than five Business Days after the date on which such event is declared
          or announced by Parent (with  contemporaneous  notification thereof by
          Parent to Exchangeco).

     (d)  The Board of Directors of Exchangeco  shall  determine,  in good faith
          and in its sole discretion,  economic  equivalence for the purposes of
          any event  referred to in Section 2.7(a) or Section  2.7(b),  and each
          such  determination  shall be  conclusive  and  binding on Parent.  In
          making each such determination,  the following factors shall,  without
          excluding  other  factors  determined  by the  Board of  Directors  of
          Exchangeco to be relevant,  be considered by the Board of Directors of
          Exchangeco:

          (i)  in the case of any stock dividend or other  distribution  payable
               in Parent  Common  Shares,  the number of such shares issued as a
               result of such


<PAGE>

                                      -7-



               dividend or  distribution  in  proportion to the number of Parent
               Common Shares previously outstanding;

          (ii) in the  case  of the  issuance  or  distribution  of any  rights,
               options or warrants to subscribe  for or purchase  Parent  Common
               Shares (or securities  exchangeable  for or  convertible  into or
               carrying   rights  to  acquire   Parent   Common   Shares),   the
               relationship  between  the  exercise  price of each  such  right,
               option or warrant and the Current Market Price of a Parent Common
               Share;

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

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

          (v)  in all such  cases,  the  general  taxation  consequences  of the
               relevant event to beneficial owners of Exchangeable Shares to the
               extent  that  such  consequences  may  differ  from the  taxation
               consequences  to such  beneficial  owners  determined  as if they
               owned Parent  Common  Shares at the relevant  time as a result of
               differing tax  treatment  under the laws of Canada and the United
               States (except for any differing consequences arising as a result
               of differing  marginal  taxation  rates and without regard to the
               individual  circumstances  of beneficial  owners of  Exchangeable
               Shares).

     (e)  Exchangeco  agrees that, to the extent required,  upon due notice from
          Parent,  Exchangeco  will use its best  efforts to take or cause to be
          taken such steps as may be necessary for the purposes of ensuring that
          appropriate  dividends  are  paid or other  distributions  are made by
          Exchangeco,  or  subdivisions,  redivisions or changes are made to the
          Exchangeable  Shares,  in order to  implement  the  required  economic
          equivalence  with respect to the Parent Common Shares and Exchangeable
          Shares as provided for in this Section 2.7.


<PAGE>

                                      -8-


2.8  Tender Offers

     So long as any  Exchangeable  Shares not owned by Parent or its  Affiliates
are outstanding,  in the event that a tender offer, share exchange offer, issuer
bid,  take-over bid or similar  transaction with respect to Parent Common Shares
(an "Offer") is proposed by Parent or is proposed to Parent or its  shareholders
and is recommended by the Board of Directors of Parent, or is otherwise effected
or to be effected  with the consent or  approval  of the Board of  Directors  of
Parent, and the Exchangeable  Shares are not redeemed by Exchangeco or purchased
by Callco pursuant to the Redemption Call Right,  Parent will use its reasonable
best efforts expeditiously and in good faith to take all such actions and do all
such  things as are  necessary  or  desirable  to enable and  permit  holders of
Exchangeable  Shares (other than Parent and its  Affiliates)  to  participate in
such Offer to the same  extent and on an  economically  equivalent  basis as the
holders of Parent Common Shares,  without  discrimination.  Without limiting the
generality  of  the   foregoing,   Parent  will  use  its   reasonable   efforts
expeditiously  and in good faith to ensure that holders of  Exchangeable  Shares
may   participate   in  each  such  Offer  without  being  required  to  retract
Exchangeable  Shares as against  Exchangeco (or, if so required,  to ensure that
any such  retraction,  shall be effective  only upon,  and shall be  conditional
upon,  the closing of such Offer and only to the extent  necessary  to tender or
deposit to the Offer).  Nothing  herein shall affect the rights of Exchangeco to
redeem  (or  Callco  to  purchase   pursuant  to  the  Redemption   Call  Right)
Exchangeable   Shares,  as  applicable,   in  the  event  of  a  Parent  Control
Transaction.

2.9  Ownership of Outstanding Shares

     Parent covenants and agrees in favour of Exchangeco that, without the prior
approval of Exchangeco and the prior approval of the holders of the Exchangeable
Shares given in accordance with Section 10.2 of the Share Provisions, as long as
any outstanding Exchangeable Shares are owned by any Person other than Parent or
any of its  Affiliates,  Parent  will  be and  remain  the  direct  or  indirect
beneficial  owner of all issued and outstanding  voting shares in the capital of
Exchangeco and Callco.

2.10 Parent and Affiliates Not to Vote Exchangeable Shares

     Parent  covenants and agrees that it will appoint and cause to be appointed
proxyholders  with  respect  to all  Exchangeable  Shares  held  by it  and  its
Affiliates  for the sole  purpose  of  attending  each  meeting  of  holders  of
Exchangeable  Shares in order to be  counted as part of the quorum for each such
meeting.  Parent  further  covenants and agrees that it will not, and will cause
its  Affiliates  not to,  exercise any voting rights which may be exercisable by
holders  of  Exchangeable  Shares  from  time  to  time  pursuant  to the  Share
Provisions  or pursuant to the  provisions of the BCA (or any successor or other
corporate  statute  by which  Exchangeco  may in the  future be  governed)  with
respect to any Exchangeable Shares held by it or by its Affiliates in respect of
any matter considered at any meeting of holders of Exchangeable Shares.

2.11 Ordinary Market Purchases

     For greater  certainty,  nothing  contained  in this  agreement,  including
without  limitation the  obligations  of Parent  contained in Section 2.8, shall
limit  the  ability  of  Parent  (or any of its  Affiliates  including,  without
limitation,  Callco or  Exchangeco)  to make a "Rule 10b-18  Purchase" of Parent
Common Shares pursuant to Rule 10b-18 of the U.S. Securities and



<PAGE>

                                      -9-



Exchange Act of 1934, as amended,  or any successor  provisions  thereof,  or to
make  ordinary  market  purchases  of Parent  Common  Shares  and  otherwise  in
accordance with applicable laws and regulatory or stock exchange requirements.

2.12 Stock Exchange Listing

     Parent  covenants and agrees in favour of  Exchangeco  that, as long as any
outstanding Exchangeable Shares are owned by any Person other than Parent or any
of its  Affiliates,  Parent will use its  reasonable  best efforts to maintain a
listing for such  Exchangeable  Shares on a Canadian  stock  exchange which is a
prescribed stock exchange within the meaning of the Income Tax Act (Canada).

                                   ARTICLE 3
                               PARENT SUCCESSORS

3.1  Certain Requirements in Respect of Combination, etc.

     As long as any  outstanding  Exchangeable  Shares  are owned by any  Person
other than Parent or any of its  Affiliates,  Parent  shall not  consummate  any
transaction  (whether by way of reconstruction,  reorganization,  consolidation,
arrangement,  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 or other entity resulting therefrom unless, but may do so if:

     (a)  such other Person or  continuing  corporation  or, in the event of any
          merger,  amalgamation or similar transaction pursuant to which holders
          of shares in Parent are  entitled to receive  shares in the capital of
          any  corporation or other legal entity other than such other Person or
          continuing corporation, then such corporation or legal entity (in each
          case, the "Parent  Successor") by operation of law,  becomes,  without
          more,  bound by the terms and  provisions of this agreement or, if not
          so  bound,   executes,   prior  to  or   contemporaneously   with  the
          consummation of such transaction,  an agreement supplemental hereto or
          otherwise  agrees to become bound by the terms and  provisions of this
          agreement,  in either case  together with such other  instruments  (if
          any)  as  are  reasonably  necessary  or  advisable  to  evidence  the
          assumption by the Parent Successor of liability for all moneys payable
          and  property  deliverable  hereunder  and the covenant of such Parent
          Successor to pay and deliver or cause to be delivered the same and its
          agreement to observe and perform all the covenants and  obligations of
          Parent under this agreement; and

     (b)  such   transaction   shall  be  upon  such  terms  and  conditions  as
          substantially  to preserve and not to impair in any  material  respect
          any of the rights, duties, powers and authorities of the other parties
          hereunder or the holders of the Exchangeable Shares.

3.2  Vesting of Powers in Successor

     Whenever  the  conditions  of  Section  3.1 have  been  duly  observed  and
performed,  the parties,  if required by Section 3.1,  shall execute and deliver
the supplemental agreement



<PAGE>

                                      -10-



provided for in Section 3.1, and  thereupon the Parent  Successor  shall possess
and from  time to time may  exercise  each and  every  right and power of Parent
under  this  agreement  in the  name  of  Parent  or  otherwise  and  any act or
proceeding by any provision of this  agreement  required to be done or performed
by the Board of  Directors  of Parent or any  officers of Parent may be done and
performed with like force and effect by the directors or officers of such Parent
Successor.

3.3  Wholly-Owned Subsidiaries

     Nothing herein shall be construed as preventing the  amalgamation or merger
of any wholly-owned  direct or indirect subsidiary of Parent with or into Parent
or the  winding-up,  liquidation or dissolution  of any  wholly-owned  direct or
indirect  subsidiary  of Parent  (if all of the  assets of such  subsidiary  are
transferred to Parent or another  wholly-owned  direct or indirect subsidiary of
Parent) or any other  distribution of the assets of any  wholly-owned  direct or
indirect  subsidiary of Parent among the shareholders of such subsidiary for the
purpose of winding  up its  affairs,  and any such  transactions  are  expressly
permitted by this Article 3.

                                   ARTICLE 4
                                    GENERAL

4.1  Term

     This agreement shall come into force and be effective as of the date hereof
and shall  terminate  and be of no  further  force and effect at such time as no
Exchangeable  Shares (or securities or rights  convertible  into or exchangeable
for or carrying  rights to acquire  Exchangeable  Shares) are held by any Person
other than Parent and any of its Affiliates.

4.2  Changes in Capital of Parent and Exchangeco

     At all times after the  occurrence  of any event  contemplated  pursuant to
Section 2.7 and Section 2.8, or  otherwise,  as a result of which either  Parent
Common Shares or the  Exchangeable  Shares or both are in any way changed,  this
agreement  shall forthwith be amended and modified as necessary in order that it
shall apply with full force and effect,  mutatis mutandis, to all new securities
into  which  Parent  Common  Shares  or the  Exchangeable  Shares or both are so
changed and the parties hereto shall execute and deliver an agreement in writing
giving effect to and evidencing such necessary amendments and modifications.

4.3  Severability

     If any term or other  provision of this  agreement  is invalid,  illegal or
incapable  of being  enforced  by any rule or law, or public  policy,  all other
conditions and provisions of this agreement  shall  nevertheless  remain in full
force and effect so long as the economic or legal substance of the  transactions
contemplated  hereby is not  affected  in any manner  materially  adverse to any
party.  Upon such  determination  that any term or other  provision  is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  agreement so as to effect the original  intent of the
parties as  closely  as  possible  in an  acceptable  manner to the end that the
transactions contemplated hereby are fulfilled to the fullest extent possible.


<PAGE>

                                      -11-

4.4  Amendments, Modifications

     (1)  Subject  to  Sections  4.2,  4.3 and 4.5,  this  agreement  may not be
          amended or  modified  except by an  agreement  in writing  executed by
          Exchangeco and Parent and approved by the holders of the  Exchangeable
          Shares in accordance with Section 10.2 of the Share Provisions.

     (2)  No amendment 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.

4.5  Ministerial Amendments

     Notwithstanding  the  provisions  of  Section  4.4,  the  parties  to  this
agreement may in writing at any time and from time to time, without the approval
of the holders of the  Exchangeable  Shares,  amend or modify this agreement for
the purposes of:

     (a)  adding to the covenants of any or all parties  provided that the Board
          of  Directors  of each of  Exchangeco  and Parent shall be of the good
          faith  opinion  that such  additions  will not be  prejudicial  to the
          rights or interests of the holders of the Exchangeable Shares;

     (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 good faith opinion of the Board of Directors
          of each  of  Exchangeco  and  Parent,  it may be  expedient  to  make,
          provided that each such Board of Directors  shall be of the good faith
          opinion that such amendments or modifications  will not be prejudicial
          to the rights or interests of the holders of the Exchangeable  Shares;
          or

     (c)  making such changes or corrections  which, on the advice of counsel to
          Exchangeco  and  Parent,  are  required  for the  purpose of curing or
          correcting  any  ambiguity  or defect  or  inconsistent  provision  or
          clerical  omission or mistake or  manifest  error,  provided  that the
          Boards of Directors of each of  Exchangeco  and Parent shall be of the
          good  faith  opinion  that such  changes  or  corrections  will not be
          prejudicial  to  the  rights  or  interests  of  the  holders  of  the
          Exchangeable Shares.

4.6  Meeting to Consider Amendments

     Exchangeco,  at the request of Parent,  shall call a meeting or meetings of
the  holders of the  Exchangeable  Shares for the  purpose  of  considering  any
proposed  amendment or modification  requiring approval pursuant to Section 4.4.
Any such  meeting or meetings  shall be called and held in  accordance  with the
bylaws of Exchangeco, the Share Provisions and all applicable laws.

4.7  Enurement

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


<PAGE>

                                      -12-



4.8  Notices to Parties

     (1)  All  notices  and other  communications  between  the  parties to this
          agreement  shall be in writing  and shall be deemed to have been given
          if delivered personally or by confirmed telecopy to the parties at the
          following  addresses  (or at such other  address for any such party as
          shall be specified in like notice):

                   47200 Bayside Parkway,
                   Fremont, CA 94538, USA

                   Attention:   Chairman, President and Chief Executive Officer
                   Telecopier:  (510) 353-6021

          with a copy (which shall not constitute notice) to:

                   Stikeman Elliott LLP
                   1155 Rene-Levesque Boulevard West
                   40th Floor
                   Montreal, QC  H3B 3V2
                   Canada

                   Attention:   John W. Leopold
                                Christine Desaulniers
                   Telecopier:  (514) 397-3222

     (2)  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 confirmed 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.

4.9  Counterparts

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

4.10 Jurisdiction

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

4.11 Attornment

     Each of the parties hereto agrees that any action or proceeding arising out
of or  relating to this  agreement  may be  instituted  in the courts of British
Columbia,  waives any objection  which it may have now or hereafter to the venue
of any such action or proceeding, irrevocably submits to the jurisdiction of the
said courts in any such action or proceeding, agrees to be bound by any judgment
of the said courts and not to seek, and hereby waives,  any review of the merits
of any such judgment by the courts of any other jurisdiction,  and Parent hereby
appoints Exchangeco at its registered office in the Province of British Columbia
as attorney for service of process.



<PAGE>

                                      -13-




                            [SIGNATURE PAGE FOLLOWS]



<PAGE>



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

                                       AT ROAD, INC.


                                         By:
                                              ----------------------------------

                                              Name:.............................
                                              Title:............................

                                       ORION EXCHANGECO, LTD.


                                         By:
                                              ----------------------------------

                                              Name:.............................
                                              Title:............................




<PAGE>




                                    EXHIBIT E


                   FORM OF VOTING AND EXCHANGE TRUST AGREEMENT

     MEMORANDUM  OF  AGREEMENT  made as of the 12th day of April,  2004,  by and
among  At  Road,  Inc.,  a  corporation  existing  under  the  laws of  Delaware
(hereinafter  referred to as "Parent"),  Orion  Exchangeco,  Ltd., a corporation
existing  under  the  laws  of  British  Columbia  (hereinafter  referred  to as
"Exchangeco"),  and  Computershare  Trust  Company  of Canada,  a trust  company
incorporated under the laws of Canada (hereinafter referred to as "Trustee").

RECITALS:

     (a)  In connection with a combination  agreement (as amended,  supplemented
          or  restated,  the  "Combination  Agreement")  by  and  among  Parent,
          Exchangeco and MDSI Mobile Data Solutions Inc. ("Company") dated as of
          April 12, 2004,  Exchangeco is to issue exchangeable shares to certain
          holders of securities of Company  pursuant to the plan of  arrangement
          contemplated in the Combination Agreement; and

     (b)  Pursuant  to the  Combination  Agreement,  Parent and  Exchangeco  are
          required   to  execute  a  voting   and   exchange   trust   agreement
          substantially in the form of this Agreement.

     In  consideration  of the  foregoing  and the mutual  agreements  contained
herein (the receipt and adequacy of which are  acknowledged),  the parties agree
as follows:

                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION


1.1  Definitions

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

     "Affiliate" has the meaning ascribed thereto in the CBCA.

     "Arrangement"  means the  arrangement  under Section 192 of the CBCA on the
     terms and  subject to the  conditions  set out in the Plan of  Arrangement,
     subject to any amendments or variations thereto.

     "Automatic  Exchange  Rights" means the benefit of the obligation of Parent
     to effect the automatic  exchange of Exchangeable  Shares for Parent Common
     Shares pursuant to Section 5.12.

     "BCA" means the Business Corporation Act (British Columbia).

     "Beneficiaries"   means  the  registered  holders  from  time  to  time  of
     Exchangeable Shares, other than Parent and Parent's Affiliates.



<PAGE>

                                      -2-



     "Beneficiary Votes" has the meaning ascribed thereto in Section 4.2.

     "Board of Directors" means the Board of Directors of Exchangeco.

     "Business  Day"  means  any day on  which  commercial  banks  are  open for
     business in Vancouver,  British  Columbia,  and San Francisco,  California,
     other  than  a  Saturday,  a  Sunday  or a day  observed  as a  holiday  in
     Vancouver, British Columbia, and San Francisco, California under applicable
     laws.

     "Callco" means 3087761 Nova Scotia Company,  an unlimited liability company
     organized under the laws of Nova Scotia being a wholly-owned  subsidiary of
     Parent.

     "Canadian Dollar  Equivalent" means, in respect of an amount expressed in a
     currency other than Canadian dollars (the "Foreign Currency Amount") at any
     date, the product  obtained by multiplying (a) the Foreign  Currency Amount
     by (b) the noon spot exchange  rate on such date for such foreign  currency
     expressed in Canadian  dollars as reported by the Bank of Canada or, in the
     event such spot exchange rate is not available,  such exchange rate on such
     date for such  foreign  currency  expressed  in Canadian  dollars as may be
     determined by the Board of Directors to be appropriate for such purpose.

     "CBCA" means the Canada Business  Corporations Act, as amended from time to
     time.

     "Court" means the Supreme Court of British Columbia.

     "Current  Market Price"  means,  in respect of a Parent Common Share on any
     date, the Canadian  Dollar  Equivalent of the average of the closing prices
     of Parent  Common  Shares  during a period of 20  consecutive  trading days
     ending on the trading date immediately  before such date on the NASDAQ, or,
     if the Parent  Common  Shares are not then  listed on the  NASDAQ,  on such
     other stock  exchange  or  automated  quotation  system on which the Parent
     Common Shares are listed or quoted,  as the case may be, as may be selected
     by the Board of Directors for such purpose;  provided  however,  that if in
     the opinion of the Board of Directors  the public  distribution  or trading
     activity  of Parent  Common  Shares  during  such  period does not create a
     market which reflects the fair market value of a Parent Common Share,  then
     the Current  Market Price of a Parent  Common Share shall be  determined by
     the  Board of  Directors,  in good  faith and in its sole  discretion,  and
     provided  further that any such selection,  opinion or determination by the
     Board of Directors shall be conclusive and binding.

     "Exchange Put Right" shall have the meaning  ascribed  thereto in the Share
     Provisions.

     "Exchange Right" has the meaning ascribed thereto in Section 5.1.

     "Exchangeable  Shares"  means  the  non-voting  exchangeable  shares in the
     capital of  Exchangeco,  having the rights,  privileges,  restrictions  and
     conditions set out in Appendix 1 to the Plan of Arrangement.

     "Governmental  Entity" means any court,  administrative  agency,  tribunal,
     bureau,  board,  commission,  public authority,  governmental or regulatory
     authority, agency, ministry,


<PAGE>

                                      -3-


     crown corporation or other law, rule-or  regulation-making entity, domestic
     or foreign, or any quasi-governmental body, self-regulatory organization or
     stock exchange,  including without limitation the Toronto Stock Exchange or
     the NASDAQ.

     "Indemnified Parties" has the meaning ascribed thereto in Section 9.1.

     "Insolvency   Event"  means  (i)  the  institution  by  Exchangeco  of  any
     proceeding to be  adjudicated a bankrupt or insolvent or to be wound up, or
     the consent of Exchangeco to the  institution of bankruptcy,  insolvency or
     winding-up proceedings against it, or (ii) 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  Exchangeco to contest in good faith any such
     proceedings  commenced in respect of Exchangeco  within 30 days of becoming
     aware  thereof,  or the  consent  by  Exchangeco  to the filing of any such
     petition  or to the  appointment  of a  receiver,  or (iii)  the  making by
     Exchangeco of a general  assignment  for the benefit of  creditors,  or the
     admission  in  writing  by  Exchangeco  of its  inability  to pay its debts
     generally  as they  become  due, or (iv)  Exchangeco  not being  permitted,
     pursuant  to  solvency  requirements  of  applicable  law,  to  redeem  any
     Retracted Shares pursuant to Section 6.6 of the Share Provisions.

     "Liquidation  Call Right" has the meaning  ascribed  thereto in the Plan of
     Arrangement.

     "Liquidation Event" has the meaning ascribed thereto in Section 5.12.

     "Liquidation  Event  Effective  Date" has the meaning  ascribed  thereto in
     Section 5.12.

     "List" has the meaning ascribed thereto in Section 4.6.

     "NASDAQ" means the Nasdaq Stock Market or its successors or other market or
     exchange on which Parent Common Shares are traded.

     "Officer's Certificate" means, with respect to Parent or Exchangeco, as the
     case may be, a  certificate  signed by any officer or director of Parent or
     Exchangeco, as the case may be.

     "Parent  Call  Right"  has the  meaning  ascribed  thereto  in the  Plan of
     Arrangement.

     "Parent  Common  Shares"  means  shares of common  stock in the  capital of
     Parent, with par value of $0.0001 per share.

     "Parent Consent" has the meaning ascribed thereto in Section 4.2.

     "Parent Meeting" has the meaning ascribed thereto in Section 4.2.

     "Parent Successor" has the meaning ascribed thereto in Section 11.1(a).



<PAGE>


                                      -4-


     "Person"  means  any  individual,  corporation  (including  any  non-profit
     corporation),  general partnership,  limited partnership, limited liability
     partnership,  joint venture,  estate, trust, company (including any limited
     liability  company  or joint  stock  company),  firm or  other  enterprise,
     association, organization, entity or Governmental Entity.

     "Plan of Arrangement"  means the plan of arrangement  substantially  in the
     form  and  content  of  Exhibit  C to the  Combination  Agreement  and  any
     amendments or variations  thereto made in accordance  with the  Combination
     Agreement or the Plan of Arrangement or made at the direction of the Court.

     "Redemption  Call  Right" has the meaning  ascribed  thereto in the Plan of
     Arrangement.

     "Retracted Shares" has the meaning ascribed thereto in Section 5.7.

     "Retraction  Call  Right"  has the  meaning  ascribed  thereto in the Share
     Provisions.

     "Share   Provisions"  means  the  rights,   privileges,   restrictions  and
     conditions  attaching to the Exchangeable Shares set forth in Appendix 1 to
     the Plan of Arrangement.

     "Special  Voting  Share"  means the share of  Series A  Preferred  Stock of
     Parent  which  entitles  the  holder of record of such share to a number of
     votes at meetings of holders of Parent Common Shares equal to the number of
     votes that the holders of Exchangeable Shares outstanding from time to time
     (other than Exchangeable Shares held by Parent or subsidiaries of Parent or
     held by  Persons  directly  or  indirectly  controlled  by or under  common
     control with Parent,  all as set out in the share  provisions  attaching to
     such share of Series A  Preferred  Stock)  would be entitled to if all such
     Exchangeable Shares were exchanged by the holders thereof for Parent Common
     Shares pursuant to the terms of the Exchangeable  Shares, which share is to
     be issued to, deposited with and voted by the Trustee as described herein.

     "Support  Agreement"  means  the  support  agreement  made as of even  date
     herewith among Exchangeco,  Callco and Parent substantially in the form and
     content of Exhibit D to the Combination Agreement, as amended in accordance
     with the terms of the Support Agreement.

     "Trust"  means the bare trust created by this  Agreement  under the laws of
     the Province of British Columbia.

     "Trust Estate" means the Special Voting Share,  any other  securities,  the
     Exchange Right, the Exchange Put 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  Computershare  Trust Company of Canada and, subject to the
     provisions of Article 10, includes any successor trustee.

     "Voting  Rights"  means the voting  rights  attached to the Special  Voting
     Share.


<PAGE>

                                      -5-



1.2  Interpretation Not Affected by Headings, etc.

     The division of this Agreement  into Articles,  Sections and other portions
and the insertion of headings are for  convenience  of reference only and should
not  affect  the  construction  or  interpretation  of  this  Agreement.  Unless
otherwise  indicated,  all references to an "Article" or "Section" followed by a
number or a letter refer to the specified  Article or Section of this Agreement.
The terms "this  Agreement",  "hereof",  "herein"  and  "hereunder"  and similar
expressions refer to this Agreement and not to any particular  Article,  Section
or other portion hereof and include any agreement or instrument supplementary or
ancillary hereto.

1.3  Number, Gender, etc.

     Words  importing the singular number only shall include the plural and vice
versa. Words importing 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.

                                   ARTICLE 2
                              PURPOSE OF AGREEMENT

2.1  Establishment of Trust

     The purpose of this Agreement is to create the Trust for the benefit of the
Beneficiaries,  as herein  provided.  The Trustee  will hold the Special  Voting
Share in order to enable the Trustee to exercise the Voting Rights and will hold
the Exchange Right, the Automatic  Exchange Rights and the Exchange Put Right in
order to enable the Trustee to exercise such rights, in each case as trustee for
and on behalf of the Beneficiaries as provided in this Agreement.

                                   ARTICLE 3
                              SPECIAL VOTING SHARE

3.1  Issue and Ownership of the Special Voting Share

     Immediately  following  execution of this Agreement,  Parent shall issue to
and deposit  with the Trustee the Special  Voting  Share (and shall  deliver the
certificate  representing  such share to the  Trustee) to be  hereafter  held of
record by the  Trustee  as  trustee  for and on behalf  of,  and for the use and
benefit of, the  Beneficiaries  and in  accordance  with the  provisions of this
Agreement.  Parent hereby  acknowledges  receipt from the Trustee as trustee for
and on behalf of the  Beneficiaries  of  U.S.$1.00  and other good and  valuable
consideration  (and the adequacy thereof) for the issuance of the Special Voting
Share by Parent to the Trustee.  During the term of the Trust and subject to the
terms and conditions of this Agreement,  the Trustee shall possess and be vested
with full legal  ownership of the Special  Voting Share and shall be entitled to
exercise  all of the rights and powers of an owner with  respect to the  Special
Voting Share, provided that the Trustee shall:


<PAGE>

                                      -6-



     (a)  hold the Special  Voting Share and the legal title  thereto as trustee
          solely for the use and benefit of the Beneficiaries 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
          Special Voting Share and the Special Voting Share shall not be used or
          disposed of by the Trustee for any purpose  (including  for exercising
          dissent or  appraisal  rights  relating to the Special  Voting  Share)
          other than the  purposes  for which this Trust is created  pursuant to
          this Agreement.

3.2  Legended Share Certificates

     Exchangeco will cause each certificate representing  Exchangeable Shares to
bear an  appropriate  legend  notifying  the  Beneficiaries  of  their  right to
instruct  the  Trustee  with  respect to the  exercise  of the Voting  Rights in
respect of the Exchangeable Shares of the Beneficiaries.

3.3  Safe Keeping of Certificate

     The certificate representing the Special Voting Share shall at all times be
held in safe keeping by the Trustee.

                                   ARTICLE 4
                            EXERCISE OF VOTING RIGHTS

4.1  Voting Rights

     The Trustee,  as the holder of record of the Special Voting Share, shall be
entitled to all of the Voting  Rights,  including the right to vote in person or
by proxy the  Special  Voting  Share on any  matters,  questions,  proposals  or
propositions whatsoever that may properly come before the stockholders of Parent
at a Parent Meeting or in connection  with a Parent  Consent.  The Voting Rights
shall be and remain vested in and exercised by the Trustee  subject to the terms
of this Agreement. Subject to Section 7.15:

     (a)  the  Trustee  shall  exercise  the Voting  Rights only on the basis of
          instructions received pursuant to this Article 4 from Beneficiaries on
          the record date  established  by Parent or by applicable  law for such
          Parent  Meeting or Parent  Consent who are  entitled  to instruct  the
          Trustee as to the voting thereof; and

     (b)  to the extent that no  instructions  are received  from a  Beneficiary
          with  respect  to the  Voting  Rights  to which  such  Beneficiary  is
          entitled,  the Trustee  shall not  exercise or permit the  exercise of
          such Voting Rights.

4.2  Number of Votes

     With respect to all meetings of  stockholders of Parent at which holders of
Parent  Common Shares are entitled to vote (each,  a "Parent  Meeting") and with
respect to all written consents sought by Parent from its stockholders including
the holders of Parent Common Shares



<PAGE>

                                      -7-



(each, a "Parent  Consent"),  each Beneficiary shall be entitled to instruct the
Trustee to cast and exercise the votes  comprised in the Voting  Rights for each
Exchangeable  Share  owned of  record by such  Beneficiary  on the  record  date
established  by Parent or by  applicable  law for such Parent  Meeting or Parent
Consent,  as the case  may be (the  "Beneficiary  Votes"),  in  respect  of each
matter, question,  proposal or proposition to be voted on at such Parent Meeting
or in connection with such Parent Consent.

4.3  Mailings to Stockholders

     With respect to each Parent  Meeting and Parent  Consent,  the Trustee will
promptly mail or cause to be mailed (or otherwise communicate in the same manner
as Parent utilizes in communications to holders of Parent Common Shares, subject
to  applicable  regulatory   requirements  and  provided  that  such  manner  of
communications  is  reasonably   available  to  the  Trustee)  to  each  of  the
Beneficiaries  named in the List,  such  mailing or  communication  to  commence
wherever  practicable  on the  same  day as the  mailing  or  notice  (or  other
communication) with respect thereto is commenced by Parent to its stockholders:

     (a)  a copy of such notice, together with any related materials, including,
          without limitation,  any circular or information  statement or listing
          particulars,  to be provided to  stockholders  of Parent in connection
          with the Parent Meeting or Parent Consent;

     (b)  a statement that such  Beneficiary is entitled to instruct the Trustee
          as to the  exercise  of the  Beneficiary  Votes  with  respect to such
          Parent  Meeting or Parent  Consent  or,  pursuant  to Section  4.7, to
          attend such Parent Meeting and to exercise  personally the Beneficiary
          Votes thereat;

     (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   Beneficiary  or  his  designee  to  exercise
               personally the Beneficiary Votes; or

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

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

     (e)  a form of direction  whereby the  Beneficiary may instruct the Trustee
          as to voting and as otherwise contemplated herein; and

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



<PAGE>

                                      -8-



     The  materials  referred  to in this  Section 4.3 are to be provided to the
Trustee by Parent, and the materials referred to in Sections 4.3(c),  4.3(e) and
4.3(f) shall be subject to reasonable comment by the Trustee in a timely manner.
Parent  shall  ensure  that the  materials  to be  provided  to the  Trustee are
provided in sufficient time to permit the Trustee to comment as aforesaid and to
send all materials to each  Beneficiary  at the same time as such  materials are
first sent to holders of Parent Common Shares.  Parent agrees not to communicate
with holders of Parent Common  Shares with respect to the materials  referred to
in this Section 4.3 otherwise  than by mail unless such method of  communication
is  also  reasonably  available  to  the  Trustee  for  communication  with  the
Beneficiaries.

     For the purpose of determining  Beneficiary Votes to which a Beneficiary is
entitled  in  respect of any Parent  Meeting  or Parent  Consent,  the number of
Exchangeable  Shares owned of record by the  Beneficiary  shall be determined at
the close of business on the record date  established by Parent or by applicable
law for  purposes of  determining  shareholders  entitled to vote at such Parent
Meeting or in respect of such Parent Consent.  Parent will notify the Trustee of
any  decision of the Board of Directors of Parent with respect to the calling of
any Parent Meeting and 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 4.3.

4.4  Copies of Shareholder Information

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

     (a)  received by the Trustee as the registered holder of the Special Voting
          Share and made available by Parent  generally to the holders of Parent
          Common Shares; or

     (b)  specifically  directed to the  Beneficiaries or to the Trustee for the
          benefit of the Beneficiaries by Parent.

4.5  Other Materials

     As soon as reasonably  practicable  after receipt by Parent or shareholders
of Parent (if such receipt is known by Parent) of any material  sent or given by
or on behalf of a third  party to holders  of Parent  Common  Shares  generally,
including without limitation, dissident proxy and



<PAGE>

                                      -9-



information  circulars (and related  information and material) and take-over bid
and securities  exchange  take-over bid circulars (and related  information  and
material),  provided such material has not been sent to the  Beneficiaries by or
on behalf of such third party, Parent shall use its reasonable efforts to 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  Beneficiaries  by such third party) to each  Beneficiary as soon as
possible  thereafter.  As soon as reasonably  practicable after receipt thereof,
the Trustee will mail or otherwise send to each  Beneficiary,  at the expense of
Parent,  copies of all such materials  received by the Trustee from Parent.  The
Trustee will also make available for inspection during regular business hours by
any Beneficiary at the Trustee's principal office in Vancouver, British Columbia
copies of all such materials.

4.6  List of Persons Entitled to Vote

     Exchangeco  shall,  (a) prior to each  annual,  general and special  Parent
Meeting or the seeking of any Parent Consent and (b) forthwith upon each request
made at any time by the  Trustee in  writing,  prepare or cause to be prepared a
list (a "List") of the names and  addresses  of the  Beneficiaries  arranged  in
alphabetical order and showing the number of Exchangeable  Shares held of record
by each such  Beneficiary,  in each case at the  close of  business  on the date
specified by the Trustee in such  request or, in the case of a List  prepared in
connection with a Parent Meeting or a Parent  Consent,  at the close of business
on the record  date  established  by Parent or pursuant  to  applicable  law for
determining the holders of Parent Common Shares entitled to receive notice of or
to vote at such Parent Meeting or to give consent in connection with such Parent
Consent. Each such List shall be delivered to the Trustee promptly after receipt
by  Exchangeco 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
permit the  Trustee to perform  its  obligations  under this  Agreement.  Parent
agrees to give Exchangeco  notice (with a copy to the Trustee) of the calling of
any Parent  Meeting or the  seeking of any  Parent  Consent,  together  with the
record  dates  therefor,  sufficiently  prior to the date of the calling of such
meeting or seeking of such  consent so as to enable  Exchangeco  to perform  its
obligations under this Section 4.6.

4.7  Entitlement to Direct Votes

     Subject to Sections 4.8 and 4.11, any Beneficiary  named in a List prepared
in connection  with any Parent Meeting or Parent Consent will be entitled (a) to
instruct the Trustee in the manner  described in Section 4.3 with respect to the
exercise of the Beneficiary  Votes to which such  Beneficiary is entitled or (b)
to attend  such  meeting  and  personally  exercise  thereat  (or to  personally
exercise with respect to any Parent consent),  as the proxy of the Trustee,  the
Beneficiary Votes to which such Beneficiary is entitled.

4.8  Voting by Trustee and Attendance of Trustee Representative at Meeting

     In  connection  with each Parent  Meeting and Parent  Consent,  the Trustee
shall  exercise,   either  in  person  or  by  proxy,  in  accordance  with  the
instructions   received  from  a  Beneficiary   pursuant  to  Section  4.3,  the
Beneficiary  Votes as to which such  Beneficiary  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 Beneficiary prior to



<PAGE>

                                      -10-



the time and date fixed by the Trustee for  receipt of such  instruction  in the
notice given by the Trustee to the Beneficiary pursuant to Section 4.3.

     The Trustee shall cause a representative who is empowered by it to sign and
deliver,  on behalf of the  Trustee,  proxies  for Voting  Rights to attend each
Parent  Meeting.   Upon  submission  by  a  Beneficiary  (or  its  designee)  of
identification  satisfactory  to  the  Trustee's  representative,   and  at  the
Beneficiary's  request,  such  representative  shall  sign and  deliver  to such
Beneficiary  (or its designee) a proxy to exercise  personally  the  Beneficiary
Votes as to which such Beneficiary is otherwise entitled hereunder to direct the
vote,  if such  Beneficiary  either  (i) has not  previously  given the  Trustee
instructions  pursuant to Section 4.3 in respect of such meeting or (ii) submits
to such representative written revocation of any such previous instructions.  At
such meeting,  the Beneficiary  exercising such Beneficiary Votes shall have the
same  rights as the  Trustee to speak at the  meeting  in favour of any  matter,
question,  proposal or  proposition,  to vote by way of ballot at the meeting in
respect of any matter,  question,  proposal 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 distributed by the Trustee pursuant to this Agreement
shall be sent by mail (or  otherwise  communicated  in the same manner as Parent
utilizes  in  communications  to holders  of Parent  Common  Shares,  subject to
applicable regulatory requirements and provided such manner of communications is
reasonably available to the Trustee) to each Beneficiary at its address as shown
on the books of Exchangeco.  Exchangeco shall provide or cause to be provided to
the Trustee for purposes of communication,  on a timely basis and without charge
or other expense:

     (a)  a current List; and

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

4.10 Termination of Voting Rights

     Except as otherwise provided herein or in the Share Provisions,  all of the
rights of a Beneficiary  with respect to the  Beneficiary  Votes  exercisable in
respect of the Exchangeable Shares held by such Beneficiary, including the right
to  instruct  the  Trustee  as to  the  voting  of or to  vote  personally  such
Beneficiary  Votes,  shall be deemed to be  surrendered  by the  Beneficiary  to
Parent, Callco or Exchangeco, as the case may be, and such Beneficiary Votes and
the Voting  Rights  represented  thereby  shall cease  immediately  upon (i) the
delivery  by such holder to the Trustee of the  certificates  representing  such
Exchangeable  Shares in connection  with the exercise by the  Beneficiary of the
Exchange  Right,  the  Exchange  Put Right or the  occurrence  of the  automatic
exchange of  Exchangeable  Shares for Parent  Common  Shares,  as  specified  in
Article 5 (unless,  in either case,  Parent shall not have delivered or cause to
be delivered the requisite Parent Common Shares issuable in exchange therefor to
the Trustee pending  delivery to the  Beneficiaries),  or (ii) the retraction or
redemption  of  Exchangeable  Shares  pursuant  to  Article  6 or 7 of the Share
Provisions,  or (iii) the  effective  date of the  liquidation,  dissolution  or
winding-up of Exchangeco pursuant to Article 5 of the Share Provisions,  or (iv)
the purchase of



<PAGE>

                                      -11-



Exchangeable Shares from the holder thereof by Callco or Parent, as the case may
be,  pursuant to the exercise by (i) Callco of the  Retraction  Call Right,  the
Redemption Call Right or the Liquidation Call Right, (ii) the exercise by Parent
of the Parent Call Right, or (iii) the holder of the Exchange Put Right.

4.11 Disclosure of Interest in Exchangeable Shares

     The Trustee or Exchangeco  shall be entitled to require any  Beneficiary or
any  Person who the  Trustee  or  Exchangeco  know or have  reasonable  cause to
believe to hold any interest whatsoever in an Exchangeable Share to confirm that
fact or to give such  details as to whom has an  interest  in such  Exchangeable
Share as would be required (if the  Exchangeable  Shares were a class of "equity
shares"  of  Exchangeco)  under  Section  111 of  the  Securities  Act  (British
Columbia) or under equivalent  legislation,  as each may be amended from time to
time,  or as would be  required  under  the  articles  of  Parent or any laws or
regulations,  or  pursuant  to  the  rules  or  regulations  of  any  regulatory
authority,  of the United States if the  Exchangeable  Shares were Parent Common
Shares.

                                   ARTICLE 5
                  EXCHANGE RIGHT AND AUTOMATIC EXCHANGE RIGHTS

5.1  Grant and Ownership of Exchange Rights

     Parent  hereby  grants to the  Trustee as trustee for and on behalf of, and
for the use and benefit of, the Beneficiaries the right (the "Exchange  Right"),
upon the  occurrence  and during the  continuance  of an  Insolvency  Event,  to
require Parent to purchase from each or any  Beneficiary  all or any part of the
Exchangeable  Shares held by the Beneficiary and the Automatic  Exchange Rights,
all  in  accordance  with  the  provisions  of  this  Agreement.  Parent  hereby
acknowledges  receipt  from the  Trustee  as  trustee  for and on  behalf of the
Beneficiaries of good and valuable  consideration (and the adequacy thereof) for
the grant of the  Exchange  Right,  the  Exchange  Put  Right and the  Automatic
Exchange  Rights  by  Parent to the  Trustee.  During  the term of the Trust and
subject to the terms and conditions of this Agreement, the Trustee shall possess
and be vested with full legal ownership of the Exchange Right,  the Exchange Put
Right and the Automatic Exchange Rights and shall be entitled to exercise all of
the  rights  and powers of an owner with  respect  to the  Exchange  Right,  the
Exchange Put Right and the Automatic Exchange Rights,  provided that the Trustee
shall:

     (a)  hold the Exchange  Right,  the  Exchange  Put Right and the  Automatic
          Exchange  Rights and the legal title thereto as trustee solely for the
          use and benefit of the Beneficiaries in accordance with the provisions
          of this Agreement; and

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



<PAGE>

                                      -12-



     The  obligations  of Parent to issue Parent Common  Shares  pursuant to the
Exchange  Right,  the Exchange Put Right or the  Automatic  Exchange  Rights are
subject to all applicable laws and regulatory and stock exchange requirements.

5.2  Legended Share Certificates

     Exchangeco will cause each certificate representing  Exchangeable Shares to
bear an appropriate legend notifying the Beneficiaries of:

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

     (b)  the Automatic Exchange Rights.

5.3  General Exercise of Exchange Right

     The Exchange Right and the Exchange Put Right shall be and remain vested in
and  exercisable  by the Trustee.  Subject to Section  7.15,  the Trustee  shall
exercise  the  Exchange  Right and the  Exchange  Put Right only on the basis of
instructions received pursuant to this Article 5 from Beneficiaries  entitled to
instruct  the  Trustee  as to the  exercise  thereof.  To  the  extent  that  no
instructions  are received from a Beneficiary with respect to the Exchange Right
and the  Exchange  Put  Right,  the  Trustee  shall not  exercise  or permit the
exercise of the Exchange Right and the Exchange Put Right.

5.4  Purchase Price

     The  purchase  price  payable by Parent for each  Exchangeable  Share to be
purchased by Parent under the Exchange  Right or the Exchange Put Right shall be
an amount per share equal to the sum of (i) the Current Market Price of a Parent
Common  Share on the  last  Business  Day  prior  to the day of  closing  of the
purchase and sale of such  Exchangeable  Share under the  Exchange  Right or the
Exchange Put Right,  which shall be satisfied  in full by Parent  delivering  or
causing  to be  delivered  to the  Trustee  on behalf of such  holder one Parent
Common Share,  plus (ii) to the extent not paid by Exchangeco on the  designated
payment  date  therefor,  an  additional  amount equal to the full amount of all
declared  and  unpaid  dividends  on each such  Exchangeable  Share held by such
holder on any dividend  record date which  occurred  prior to the closing of the
purchase and sale.  In connection  with each  exercise of the Exchange  Right or
Exchange Put Right, Parent shall provide to the Trustee an Officer's Certificate
setting forth the calculation of the purchase price for each Exchangeable Share.
The total  purchase price for each such  Exchangeable  Share so purchased may be
satisfied  only by Parent  delivering or causing to be delivered to the Trustee,
on  behalf of the  relevant  Beneficiary,  one  Parent  Common  Share and on the
applicable payment date a cheque for the balance,  if any, of the purchase price
without  interest,  less any amounts  withheld  pursuant to Section  5.13.  Upon
payment by Parent of such purchase price the relevant Beneficiary shall cease to
have any right to be paid by  Exchangeco  any amount in respect of declared  and
unpaid dividends on each such  Exchangeable  Share and Exchangeco shall cease to
be obligated to pay any amount in respect of such dividends.


<PAGE>

                                      -13-



5.5  Exercise Instructions

     Subject to the terms and conditions  herein set forth, a Beneficiary  shall
be entitled,  upon the  occurrence  and during the  continuance of an Insolvency
Event,  to instruct the Trustee to exercise  the Exchange  Right or the Exchange
Put Right with respect to all or any part of the Exchangeable  Shares registered
in the name of such  Beneficiary  on the  books  of  Exchangeco.  To  cause  the
exercise of the Exchange  Right or the  Exchange  Put Right by the Trustee,  the
Beneficiary  shall  deliver  to  the  Trustee,  in  person  or by  certified  or
registered  mail, at its principal  office in Vancouver,  British Columbia or at
such other  places in Canada as the Trustee may from time to time  designate  by
written  notice  to  the  Beneficiaries,   the  certificates   representing  the
Exchangeable  Shares which such  Beneficiary  desires  Parent to purchase,  duly
endorsed in blank for  transfer,  and  accompanied  by such other  documents and
instruments as may be required to effect a transfer of Exchangeable Shares under
the BCA and Notice of Articles and articles of  Exchangeco  and such  additional
documents and  instruments as the Trustee,  Parent and Exchangeco may reasonably
require  together  with (a) a duly  completed  form of notice of exercise of the
Exchange  Right or the  Exchange  Put  Right,  contained  on the  reverse  of or
attached  to  the  Exchangeable  Share   certificates,   stating  (i)  that  the
Beneficiary  thereby  instructs the Trustee to exercise the Exchange Right so as
to require Parent to purchase from the  Beneficiary  the number of  Exchangeable
Shares specified therein,  (ii) that such Beneficiary has good title to and owns
all such  Exchangeable  Shares to be  acquired  by Parent  free and clear of any
lien,  claim  or  encumbrance,   (iii)  the  names  in  which  the  certificates
representing  Parent Common Shares  transferable in connection with the exercise
of the Exchange  Right or the Exchange Put Right are to be  registered  and (iv)
the names and addresses of the Persons to whom such new  certificates  should be
delivered and (b) payment (or evidence  satisfactory to the Trustee,  Exchangeco
and Parent of payment) of the taxes (if any) payable as  contemplated by Section
5.8. If only a part of the Exchangeable Shares represented by any certificate or
certificates  delivered  to the Trustee are to be  purchased by Parent under the
Exchange Right, a new certificate  for the balance of such  Exchangeable  Shares
shall be issued to the holder at the expense of Exchangeco.

5.6  Delivery of Parent Common Shares

     Promptly   after  the  receipt  of  the   certificates   representing   the
Exchangeable  Shares which the Beneficiary  desires Parent to purchase under the
Exchange  Right or the  Exchange Put Right,  together  with such  documents  and
instruments  of transfer and a duly  completed form of notice of exercise of the
Exchange  Right or the Exchange Put Right (and payment of taxes,  if any payable
as contemplated by Section 5.8 or evidence thereof),  duly endorsed in blank for
transfer to Parent,  the  Trustee  shall  notify  Parent and  Exchangeco  of its
receipt of the same,  which  notice to Parent and  Exchangeco  shall  constitute
exercise  of the  Exchange  Right or the  Exchange  Put Right by the  Trustee on
behalf of the holder of such  Exchangeable  Shares,  and Parent  shall  promptly
thereafter deliver or cause to be delivered to the Trustee,  for delivery to the
Beneficiary  of such  Exchangeable  Shares  (or to such other  Persons,  if any,
properly designated by such Beneficiary) certificates representing the number of
Parent  Common Shares  issuable in connection  with the exercise of the Exchange
Right,  and on the applicable  payment date cheques payable at par at any branch
of the bankers of Parent for the balance,  if any, of the total  purchase  price
therefor without  interest (but in each case less any amounts withheld  pursuant
to Section 5.13); provided,  however, that no such delivery shall be made unless
and until the


<PAGE>

                                      -14-



Beneficiary   requesting  the  same  shall  have  paid  (or  provided   evidence
satisfactory to the Trustee,  Exchangeco and Parent of the payment of) the taxes
(if any) payable as contemplated  by Section 5.8 of this Agreement.  Immediately
upon the  giving of notice  by the  Trustee  to  Parent  and  Exchangeco  of the
exercise of the  Exchange  Right or the  Exchange  Put Right as provided in this
Section 5.6, 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 Parent all of such
holder's right,  title and interest in and to such  Exchangeable  Shares and the
related  interest  in the Trust  Estate  free and  clear of any  lien,  claim or
encumbrance and 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 the  requisite  number of Parent  Common  Shares is not
delivered by, or on behalf of,  Parent to the Trustee  within five Business Days
of the date of the giving of such  notice by the  Trustee or the  balance of the
purchase  price,  if any, is not paid by Parent on the  applicable  payment date
therefor,  in which case the rights of the Beneficiary  shall remain  unaffected
until  such  Parent  Common  Shares  are so  delivered,  and the  balance of the
purchase price, if any, has been paid, by Parent. Upon delivery by Parent to the
Trustee of such Parent Common Shares,  and the balance of the purchase price, if
any, the Trustee shall deliver such Parent Common Shares to such Beneficiary (or
to  such  other  Persons,  if any,  properly  designated  by such  Beneficiary).
Concurrently  with  such  Beneficiary  ceasing  to be a holder  of  Exchangeable
Shares,  the  Beneficiary  shall be considered and deemed for all purposes to be
the holder of the Parent Common Shares  delivered to it pursuant to the Exchange
Right or the Exchange Put Right.

5.7  Exercise of Exchange Right Subsequent to Retraction

     In the event that a Beneficiary  has exercised its right under Article 6 of
the  Share  Provisions  to  require  Exchangeco  to  redeem  any  or  all of the
Exchangeable  Shares held by the  Beneficiary  (the  "Retracted  Shares") and is
notified by  Exchangeco  pursuant to Section  6.6 of the Share  Provisions  that
Exchangeco  will  not be  permitted  as a result  of  solvency  requirements  of
applicable  law to redeem all such  Retracted  Shares,  and provided that Callco
shall not have exercised the Retraction Call Right with respect to the Retracted
Shares and that the Beneficiary has not revoked the retraction request delivered
by the Beneficiary to Exchangeco pursuant to Section 6.1 of the Share Provisions
and provided  further that the Trustee has received  written notice of same from
Exchangeco or Callco,  the retraction request will constitute and will be deemed
to constitute notice from the Beneficiary to the Trustee instructing the Trustee
to exercise  the  Exchange  Right with  respect to those  Retracted  Shares that
Exchangeco is unable to redeem. In any such event, Exchangeco hereby agrees with
the Trustee and in favour of the Beneficiary to promptly  forward or cause to be
forwarded to the Trustee all relevant materials  delivered by the Beneficiary to
Exchangeco  or to the  transfer  agent  of the  Exchangeable  Shares  (including
without  limitation,  a copy of the  retraction  request  delivered  pursuant to
Section 6.1 of the 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 that  Exchangeco is not permitted to
redeem and will require  Parent to purchase such shares in  accordance  with the
provisions of this Article 5.


<PAGE>

                                      -15-



5.8  Taxes

     Upon any sale of  Exchangeable  Shares to Parent  pursuant to the  Exchange
Right or the Automatic  Exchange Rights,  the share  certificate or certificates
representing Parent Common Shares to be delivered in connection with the payment
of the  total  purchase  price  therefor  shall  be  issued  in the  name of the
Beneficiary  of the  Exchangeable  Shares  so  sold  or in  such  names  as such
Beneficiary may otherwise direct in writing, provided such direction is received
by Parent prior to the time such shares are issued, without charge to the holder
of the Exchangeable Shares so sold; provided, however, that such Beneficiary (a)
shall pay (and none of Parent,  Exchangeco  or the Trustee  shall be required to
pay) any  documentary,  stamp,  transfer  or other  taxes that may be payable in
respect of any transfer of such  Exchangeable  Shares to Parent or in respect of
the issuance or delivery of such Parent Common Shares to such Beneficiary or any
other Person  including,  without  limitation,  in the event that Parent  Common
Shares are being  issued or  transferred  in the name of a  clearing  service or
depositary or a nominee thereof, or (b) shall have evidenced to the satisfaction
of the Trustee, Parent and Exchangeco that such taxes, if any, have been paid.

5.9  Notice of Insolvency Event

     As soon as practicable  following the occurrence of an Insolvency  Event or
any event that with the giving of notice or the passage of time or both would be
an Insolvency Event,  Exchangeco and Parent shall give written notice thereof to
the  Trustee.  As soon as  practicable  following  the  receipt  of notice  from
Exchangeco  or Parent of the  occurrence  of an  Insolvency  Event,  or upon the
Trustee  becoming  aware of an Insolvency  Event,  the Trustee will mail to each
Beneficiary,  at the expense of Parent (such funds to be received in advance), a
notice of such  Insolvency  Event in the form  provided by Parent,  which notice
shall contain a brief statement of the rights of the Beneficiaries  with respect
to the Exchange Right.

5.10 Qualification of Parent Common Shares

     Parent  covenants  that  if any  Parent  Common  Shares  to be  issued  and
delivered  pursuant  to the  Exchange  Right,  the  Exchange  Put  Right  or the
Automatic Exchange Rights require registration or qualification with or approval
of or the filing of any document,  including any prospectus or similar document,
or the taking of any  proceeding  with or the obtaining of any order,  ruling or
consent from any  governmental  or regulatory  authority or stock exchange under
any Canadian or United States federal,  provincial or state law or regulation or
pursuant  to the  rules  and  regulations  of any  regulatory  authority  or the
fulfillment of any other Canadian or United States federal,  provincial or state
legal  requirement  before such shares may be issued and  delivered by Parent to
the initial  holder  thereof or in order that such  shares may be freely  traded
thereafter  (other than any  restrictions of general  application on transfer by
reason of a holder  being a "control  person" of Parent for purposes of Canadian
provincial  securities  law or an  "affiliate"  of Parent for purposes of United
States federal or state securities law), Parent will in good faith expeditiously
take all such  actions and do all such  things as are  reasonably  necessary  or
desirable to cause such Parent Common  Shares to be and remain duly  registered,
qualified or  approved.  Parent will in good faith  expeditiously  take all such
actions and do all such things as are reasonably necessary or desirable to cause
all Parent Common  Shares to be delivered  pursuant to the Exchange  Right,  the
Exchange Put Right or the Automatic Exchange Rights to be



<PAGE>

                                      -16-



listed,  quoted or posted  for  trading  on all stock  exchanges  and  quotation
systems on which  issued  Parent  Common  Shares  have been listed by Parent and
remain listed and are quoted or posted for trading at such time.

5.11 Parent Common Shares

     Parent hereby  represents,  warrants and  covenants  that the Parent Common
Shares  issuable as described  herein will be duly authorized and validly issued
as fully paid and  non-assessable and shall be free and clear of any lien, claim
or encumbrance.

5.12 Automatic Exchange on Liquidation of Parent

     Parent will give the Trustee written notice of each of the following events
at the time set forth below:

     (a)  in the event of any  determination by the Board of Directors of Parent
          to  institute   voluntary   liquidation,   dissolution  or  winding-up
          proceedings with respect to Parent or to effect any other distribution
          of assets of Parent among its  stockholders for the purpose of winding
          up its affairs,  as soon as practicable  and at least 60 days prior to
          the  proposed   effective  date  of  such  liquidation,   dissolution,
          winding-up or other distribution; and

     (b)  as soon as practicable  following the earlier of (A) receipt by Parent
          of  notice  of,  and (B)  Parent  otherwise  becoming  aware  of,  any
          instituted claim, suit,  petition or other proceedings with respect to
          the involuntary liquidation, dissolution or winding-up of Parent or to
          effect  any  other   distribution   of  assets  of  Parent  among  its
          stockholders  for the purpose of winding up its affairs,  in each case
          where  Parent has failed to contest in good faith any such  proceeding
          commenced  in  respect  of  Parent  within 30 days of  becoming  aware
          thereof.

     As soon as  practicable  following  receipt by the  Trustee  from Parent of
notice of any event (a "Liquidation  Event") contemplated by Sections 5.12(a) or
5.12(b), the Trustee will give notice thereof to the Beneficiaries.  Such notice
shall be provided to the Trustee by Parent and shall include a brief description
of the  automatic  exchange  of  Exchangeable  Shares for Parent  Common  Shares
provided for in this Section 5.12.

     In order that the  Beneficiaries  will be able to participate on a pro rata
basis with the holders of Parent Common Shares in the  distribution of assets of
Parent in connection  with a Liquidation  Event, on the fifth Business Day prior
to the effective date (the "Liquidation  Event Effective Date") of a Liquidation
Event,  all of the then outstanding  Exchangeable  Shares shall be automatically
exchanged for Parent Common Shares.  To effect such automatic  exchange,  Parent
shall  purchase  on the  fifth  Business  Day  prior  to the  Liquidation  Event
Effective  Date  each   Exchangeable   Share  then   outstanding   and  held  by
Beneficiaries,  and each Beneficiary shall sell the Exchangeable  Shares held by
it at such  time,  free and  clear of any  lien,  claim  or  encumbrance,  for a
purchase  price per share equal to the sum of: (i) the Current Market Price of a
Parent  Common Share on the fifth  Business Day prior to the  Liquidation  Event
Effective  Date,  which shall be satisfied in full by Parent  delivering  to the
Beneficiary  one  Parent  Common  Share,  and  (ii) to the  extent  not  paid by
Exchangeco on the designated payment date therefor, an



<PAGE>

                                      -17-



additional  amount equal to the full amount of all declared and unpaid dividends
on each such Exchangeable  Share held by such holder on any dividend record date
which  occurred  prior to the date of the  exchange.  Parent  shall  provide the
Trustee with an Officer's Certificate in connection with each automatic exchange
setting forth the calculation of the purchase price for each Exchangeable Share.

     On the fifth Business Day prior to the  Liquidation  Event  Effective Date,
the  closing  of the  transaction  of  purchase  and  sale  contemplated  by the
automatic  exchange of  Exchangeable  Shares for Parent  Common  Shares shall be
deemed  to  have  occurred,  and  each  Beneficiary  shall  be  deemed  to  have
transferred to Parent all of the Beneficiary's  right, title and interest in and
to such Beneficiary's  Exchangeable  Shares free and clear of any lien, claim or
encumbrance and the related interest in the Trust Estate,  Exchangeco shall have
no liability to pay an amount in respect of declared and unpaid dividends to any
Beneficiary  and each  such  Beneficiary  shall  cease  to be a  holder  of such
Exchangeable  Shares and Parent  shall  deliver or cause to be  delivered to the
Beneficiary the Parent Common Shares  deliverable upon the automatic exchange of
Exchangeable  Shares for Parent Common Shares and on the applicable payment date
shall  deliver to the Trustee for delivery to the  Beneficiary  a cheque for the
balance,  if any,  of the total  purchase  price for such  Exchangeable  Shares,
without  interest,  in each case less any amounts  withheld  pursuant to Section
5.13.  Concurrently with such Beneficiary ceasing to be a holder of Exchangeable
Shares,  the  Beneficiary  shall be considered and deemed for all purposes to be
the holder of the Parent Common Shares issued pursuant to the automatic exchange
of such  Beneficiary's  Exchangeable  Shares  for Parent  Common  Shares and the
certificates  held by the Beneficiary  previously  representing the Exchangeable
Shares  exchanged  by the  Beneficiary  with Parent  pursuant to such  automatic
exchange shall  thereafter be deemed to represent Parent Common Shares issued to
the Beneficiary by Parent pursuant to such automatic exchange.  Upon the request
of a Beneficiary  and the surrender by the  Beneficiary  of  Exchangeable  Share
certificates  deemed to represent  Parent Common Shares,  duly endorsed in blank
and  accompanied  by such  instruments  of  transfer  as Parent  may  reasonably
require,  Parent  shall  deliver  or cause to be  delivered  to the  Beneficiary
certificates  representing  the Parent Common Shares of which the Beneficiary is
the holder.

5.13 Withholding Rights

     Parent, Exchangeco and the Trustee shall be entitled to deduct and withhold
from any dividend or consideration otherwise payable under this Agreement to any
holder of  Exchangeable  Shares or Parent  Common Shares such amounts as Parent,
Exchangeco  or the Trustee is required 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  federal,  provincial,  territorial,
state,  local or  foreign  tax law,  in each case as amended  or  succeeded,  or
entitled to  withhold  under  Section 116 of the Income Tax Act  (Canada) or any
corresponding provisions of provincial law. The Trustee may act on the advice of
counsel  with  respect  to such  matters.  To the  extent  that  amounts  are so
withheld, such withheld amounts shall be treated for all purposes as having been
paid to the  holder  of the  shares  in  respect  of which  such  deduction  and
withholding was made,  provided that such withheld amounts are actually remitted
to the appropriate  taxing authority.  To the extent that the amount so required
or entitled to be deducted or withheld from any payment to a holder  exceeds the
cash  portion of the  consideration  otherwise  payable to the  holder,  Parent,
Exchangeco and the Trustee are hereby authorized to sell



<PAGE>

                                      -18-



or  otherwise  dispose of such portion of the  consideration  as is necessary to
provide sufficient funds to Parent,  Exchangeco or the Trustee,  as the case may
be, to enable it to comply with such  deduction or  withholding  requirement  or
entitlement  and  Parent,  Exchangeco  or the  Trustee  shall  notify the holder
thereof and remit to such holder any  unapplied  balance of the net  proceeds of
such sale.

5.14 No Fractional Shares

     A holder of an Exchangeable  Share shall not be entitled to any fraction of
a Parent Common Share upon the exercise of the Exchange Right,  the Exchange Put
Right or Automatic  Exchange Rights  hereunder and no certificates  representing
any such fractional  interest shall be issued and such holder otherwise entitled
to a fractional  interest will receive for such fractional  interest from Parent
on the designated  payment date to the extent not paid by Callco or Exchangeco a
cash payment equal to such fractional  interest multiplied by the Current Market
Price.

                                   ARTICLE 6
                 RESTRICTIONS ON ISSUE OF SPECIAL VOTING SHARES

6.1  Issue of Additional Shares

     During the term of this Agreement,  Parent will not, without the consent of
the holders at the relevant  time of  Exchangeable  Shares,  given in accordance
with Section 10.2 of the Share Provisions,  issue any additional  Special Voting
Shares.

                                    ARTICLE 7
                             CONCERNING THE TRUSTEE

7.1  Powers and Duties of the Trustee

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

     (a)  receipt and deposit of the Special Voting Share from Parent as Trustee
          for  and on  behalf  of  the  Beneficiaries  in  accordance  with  the
          provisions of this Agreement;

     (b)  granting  proxies  and  distributing  materials  to  Beneficiaries  as
          provided in this Agreement;

     (c)  voting the Beneficiary Votes in accordance with the provisions of this
          Agreement;

     (d)  receiving the grant of the Exchange Right,  the Exchange Put Right and
          the Automatic Exchange Rights from Parent as Trustee for and on behalf
          of the  Beneficiaries  in  accordance  with  the  provisions  of  this
          Agreement;

     (e)  exercising  the Exchange  Right,  the Exchange Put 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 Beneficiaries



<PAGE>

                                      -19-



          Exchangeable  Shares and other requisite documents and distributing to
          such Beneficiaries  Parent Common Shares and cheques, if any, to which
          such  Beneficiaries  are  entitled  upon the  exercise of the Exchange
          Right,  the Exchange Put 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  on  its  own  initiative  or  at  the  direction  of a
          Beneficiary or  Beneficiaries to enforce the obligations of Parent and
          Exchangeco under this Agreement; and

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

     In the exercise of such rights,  powers, duties and authorities the Trustee
shall have (and is granted)  such  incidental  and  additional  rights,  powers,
duties  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, duties
and  authorities by the Trustee shall be final,  conclusive and binding upon all
Persons.

     The  Trustee in  exercising  its  rights,  powers,  duties and  authorities
hereunder  shall  act  honestly  and in good  faith  and with a view to the best
interests of the Beneficiaries 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 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  No Conflict of Interest

     The  Trustee  represents  to  Parent  and  Exchangeco  that at the  date of
execution and delivery of this  Agreement  there exists no material  conflict of
interest in the role of the Trustee as a fiduciary hereunder and the role of the
Trustee  in any other  capacity.  The  Trustee  shall,  within 90 days  after it
becomes aware that such material  conflict of interest exists,  either eliminate
such  material  conflict of interest or resign in the manner and with the effect
specified in Article 10. If,  notwithstanding  the foregoing  provisions of this
Section 7.2, the Trustee has such a material conflict of interest,  the validity
and enforceability of this Agreement shall not be




<PAGE>

                                      -20-



affected  in any  manner  whatsoever  by reason  only of the  existence  of such
material  conflict  of  interest.  If  the  Trustee  contravenes  the  foregoing
provisions  of this Section 7.2, any  interested  party may apply to the Supreme
Court of British  Columbia  for an order that the Trustee be replaced as Trustee
hereunder.

7.3  Dealings with Transfer Agents, Registrars, etc.

     Parent and Exchangeco 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  Exchangeable  Shares and Parent Common Shares;
          and

     (b)  requisition,  from  time to  time,  (i) from  any  such  registrar  or
          transfer  agent any  information  readily  available  from the records
          maintained  by it which the  Trustee  may  reasonably  require for the
          discharge of its duties and responsibilities  under this Agreement and
          (ii)  from  the  transfer  agent  of  Parent  Common  Shares,  and any
          subsequent  transfer  agent of such  shares,  the  share  certificates
          issuable upon the exercise from time to time of the Exchange Right and
          pursuant to the Automatic  Exchange Rights in the manner  specified in
          Article 5.

     Parent and Exchangeco irrevocably authorize their respective registrars and
transfer agents to comply with all such requests.  Parent 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 5.

7.4  Books and Records

     The Trustee shall keep available for inspection by Parent and Exchangeco at
the  Trustee's  principal  office in  Vancouver,  British  Columbia  correct and
complete  books and  records of account  relating  to the Trust  created by this
Agreement,  including without limitation, all relevant data relating to mailings
and instructions to and from Beneficiaries and all transactions  pursuant to the
Exchange Right, the Exchange Put Right and the Automatic  Exchange Rights. On or
before  March 31, 2005 and on or before March 31, in every year  thereafter,  so
long as the Special  Voting Share is registered in the name of the Trustee,  the
Trustee shall transmit to Parent and Exchangeco a brief report,  dated as of the
preceding December 31, with respect to:

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

     (b)  the number of  exercises  of the  Exchange  Right and the Exchange Put
          Right,  if any,  and  the  aggregate  number  of  Exchangeable  Shares
          received by the Trustee on behalf of Beneficiaries in consideration of
          the  delivery  by or on behalf of  Parent of Parent  Common  Shares in
          connection with the Exchange Right and the Exchange Put Right,  during
          the fiscal year of Parent ended on such date; and


<PAGE>

                                      -21-



     (c)  any action taken by the Trustee in the performance of its duties under
          this Agreement which it had not previously  reported and which, in the
          Trustee's opinion, materially affects the Trust Estate.

7.5  Income Tax Returns and Reports

     The Trustee 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 Exchangeable Shares are traded. In connection  therewith,  the Trustee
may obtain the advice and  assistance of such experts or advisors as the Trustee
considers  necessary or  advisable  (who may be experts or advisors to Parent or
Exchangeco).  If  requested by the Trustee,  Parent or  Exchangeco  shall retain
qualified  experts or advisors for the purpose of  providing  such tax advice or
assistance.

7.6  Indemnification Prior to Certain Actions by Trustee

     The Trustee  shall  exercise  any or all of the rights,  duties,  powers or
authorities vested in it by this Agreement at the request, order or direction of
any  Beneficiary  upon such  Beneficiary  furnishing  to the Trustee  reasonable
funding, security or indemnity against the costs, expenses and liabilities which
may be incurred by the Trustee therein or thereby,  provided that no Beneficiary
shall be obligated  to furnish to the Trustee any such  security or indemnity in
connection with the exercise by the Trustee of any of its rights, duties, powers
and authorities  with respect to the Special Voting Share pursuant to Article 4,
subject to Section 7.15, and with respect to the Exchange Right and the Exchange
Put Right  pursuant to Article 5, subject to Section  7.15,  and with respect to
the Automatic Exchange Rights pursuant to Article 5, subject to Section 7.15.

     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 security and indemnified as aforesaid.

7.7  Action of Beneficiaries

     No  Beneficiary  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  Beneficiary  has  requested the Trustee to take or
institute  such action,  suit or  proceeding  and furnished the Trustee with the
funding,  security or indemnity referred to in Section 7.6 and the Trustee shall
have failed to act within a reasonable  time  thereafter.  In such case, but not
otherwise, the Beneficiary 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  Beneficiaries  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 the Voting  Rights,  the
Exchange Right, the Exchange Put 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



<PAGE>

                                      -22-


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 Beneficiaries.

7.8  Reliance Upon Declarations

     The Trustee shall not be considered  to be in  contravention  of any of its
rights,  powers, duties and authorities hereunder if, when required, it acts and
relies in good faith upon  statutory  declarations,  certificates,  opinions  or
reports  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 if such statutory declarations,  certificates, opinions or
reports comply with the  provisions of Section 7.9, if applicable,  and with any
other applicable provisions of this Agreement.

7.9  Evidence and Authority to Trustee

     Parent or Exchangeco  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 Parent or  Exchangeco  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 or the
Exchange Right, the Exchange Put 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 Parent and/or Exchangeco promptly if and when:

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

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

     Such  evidence  shall  consist  of an  Officer's  Certificate  of Parent or
Exchangeco 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 or
the Exchange Right,  the Exchange Put Right or the Automatic  Exchange Rights or
the taking of any other  action to be taken by the  Trustee at the request or on
the  application of Parent or Exchangeco,  and except as otherwise  specifically
provided  herein,  such  evidence  may  consist  of a report or  opinion  of any
solicitor,  attorney, 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  Parent  or  Exchangeco  it shall be in the form of an
Officer's Certificate or a statutory declaration.

     Each  statutory  declaration,  Officer's  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:



<PAGE>

                                      -23-


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

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

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

7.10 Experts, Advisors and Agents

     The Trustee may:

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

     (b)  retain or employ such agents and other assistants as it may reasonably
          require for the proper  determination  and discharge of its powers and
          duties hereunder; and

     (c)  pay  reasonable  remuneration  for all services  performed for it (and
          shall be entitled to receive reasonable  remuneration for all services
          performed  by  it)  in  the   discharge  of  the  trusts   hereof  and
          compensation  for  all  disbursements,  costs  and  expenses  made  or
          incurred by it in the  discharge  of its duties  hereunder  and in the
          management of the Trust.

7.11 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
British Columbia,  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  written
direction of Exchangeco.  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 in the  deposit  department  of the  Trustee or any
other  specified 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.


<PAGE>

                                      -24-



7.12 Trustee Not Required to Give Security

     The  Trustee  shall not be required to give any bond or security in respect
of the execution of the trusts,  rights,  duties, powers and authorities of this
Agreement or otherwise in respect of the premises.

7.13 Trustee Not Bound to Act on 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 Parent
or Exchangeco 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 upon any
such copy  purporting  to be  authenticated  and  believed  by the Trustee to be
genuine.

7.14 Authority to Carry on Business

     The  Trustee  represents  to  Parent  and  Exchangeco  that at the  date of
execution and delivery by it of this  Agreement it is authorized to carry on the
business  of a  trust  company  in  each  of the  provinces  of  Canada  but if,
notwithstanding  the  provisions  of  this  Section  7.14,  it  ceases  to be so
authorized  to  carry on  business,  the  validity  and  enforceability  of this
Agreement and the Voting Rights,  the Exchange Right and the Automatic  Exchange
Rights  shall not be  affected in any manner  whatsoever  by reason only of such
event but the Trustee  shall,  within 90 days after  ceasing to be authorized to
carry on the  business  of a trust  company in any  province  of Canada,  either
become so  authorized  or resign in the manner and with the effect  specified in
Article 10.

7.15 Conflicting Claims

     If  conflicting  claims or demands are made or asserted with respect to any
interest  of  any  Beneficiary  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  Beneficiary  in any
Exchangeable  Shares,  resulting in conflicting  claims or demands being made in
connection with such interest,  then the Trustee shall be entitled,  in its sole
discretion, to refuse to recognize or to comply with any such claims or demands.
In so  refusing,  the  Trustee  may elect not to  exercise  any  Voting  Rights,
Exchange Right,  Exchange Put 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,  Exchange  Put  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  and all rights
          of appeal have expired; or

     (b)  all  differences  with respect to the Voting Rights,  Exchange  Right,
          Exchange  Put  Right or  Automatic  Exchange  Rights  subject  to such
          conflicting claims or



<PAGE>

                                     -25-



          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  certified to be in
          full force and effect.

     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 to fully indemnify it as between all conflicting  claims
or demands.

7.16 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 Beneficiaries, subject to all the terms and conditions herein set forth.

                                   ARTICLE 8
                                  COMPENSATION

8.1  Fees and Expenses of the Trustee

     Parent  and  Exchangeco  jointly  and  severally  agree to pay the  Trustee
reasonable  compensation  for all of the  services  rendered  by it  under  this
Agreement and will reimburse the Trustee for all reasonable expenses (including,
but not limited to, taxes other than taxes based on the net income or capital of
the  Trustee,  fees paid to legal  counsel and other  experts 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 duties under
this Agreement;  provided that Parent and Exchangeco 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 fraud, negligence, recklessness or
wilful misconduct.

                                   ARTICLE 9
                   INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1  Indemnification of the Trustee

     Parent and  Exchangeco  jointly and  severally  agree to indemnify and hold
harmless the Trustee and each of its directors and officers  (collectively,  the
"Indemnified  Parties") against all claims, losses,  damages,  reasonable 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  or as a result of the  Trustee's
acceptance or  administration  of the Trust,  its compliance with its duties set
forth in this  Agreement,  or any written or oral  instruction  delivered to the
Trustee by Parent or Exchangeco pursuant hereto.



<PAGE>

                                      -26-



     In no case shall Parent or  Exchangeco  be liable under this  indemnity for
any claim against any of the  Indemnified  Parties  unless Parent and Exchangeco
shall be notified by the Trustee in  accordance  with the  provisions of Section
14.3 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.  Subject to (ii)  below,  Parent  and  Exchangeco  shall be
entitled to  participate  at their own expense in the defence and, if Parent and
Exchangeco so elect at any time after receipt of such notice, either of them may
assume the defence of any suit  brought to enforce  any such claim.  The Trustee
shall have the right to employ separate counsel in any such suit and participate
in the defence  thereof,  but the fees and expenses of such counsel  shall be at
the expense of the Trustee  unless:  (i) the employment of such counsel has been
authorized by Parent or  Exchangeco;  or (ii) the named parties to any such suit
include  both the Trustee and Parent or  Exchangeco  and the Trustee  shall have
been advised by counsel  acceptable to Parent or Exchangeco,  acting reasonably,
that there may be one or more legal  defences  available to the Trustee that are
different  from or in addition to those  available to Parent or  Exchangeco  and
that, in the judgment of such counsel, would present a conflict of interest were
a joint  representation  to be undertaken  (in which case Parent and  Exchangeco
shall  not have the right to assume  the  defence  of such suit on behalf of the
Trustee but shall be liable to pay the  reasonable  fees and expenses of counsel
for the Trustee). This indemnity shall survive the termination of this Agreement
and the resignation or removal of 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,  recklessness,
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 Parent and Exchangeco  specifying
the date on which it desires to resign,  provided  that such notice shall not be
given less than thirty (30) days before  such  desired  resignation  date unless
Parent and Exchangeco 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,  Parent and  Exchangeco  shall  promptly  appoint a
successor trustee, which shall be a corporation organized and existing under the
laws of Canada and authorized to carry on the business of a trust company in all
provinces of Canada, by written instrument in duplicate, one copy of which shall
be delivered to the  resigning  trustee and one copy to the  successor  trustee.
Failing the  appointment  and  acceptance  of a successor  trustee,  a successor
trustee may be  appointed  by order of a court of  competent  jurisdiction  upon
application  of one or more of the parties to this  Agreement.  If the  retiring
trustee is the party initiating an application for the



<PAGE>

                                      -27-



appointment   of  a  successor   trustee  by  order  of  a  court  of  competent
jurisdiction,  Parent and  Exchangeco  shall be jointly and severally  liable to
reimburse  the retiring  trustee for its legal costs and expenses in  connection
with same.

10.2 Removal

     The Trustee, or any trustee hereafter appointed,  may (provided a successor
trustee is  appointed)  be  removed at any time on not less than 30 days'  prior
notice by written  instrument  executed by Parent and Exchangeco,  in duplicate,
one copy of which shall be  delivered  to the trustee so removed and one copy to
the successor trustee.

10.3 Successor Trustee

     Any successor  trustee  appointed as provided  under this  Agreement  shall
execute, acknowledge and deliver to Parent and Exchangeco 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 the like  effect  as if  originally  named as  trustee  in this
Agreement.  However,  on the written  request of Parent and Exchangeco or of the
successor trustee, the trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to the provisions of this Agreement, execute and deliver an
instrument  transferring to such successor  trustee all the rights and powers of
the trustee so ceasing to act. Upon the request of any such  successor  trustee,
Parent,  Exchangeco  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,
Parent and Exchangeco  shall cause to be mailed notice of the succession of such
trustee  hereunder  to each  Beneficiary  specified  in a  List.  If  Parent  or
Exchangeco  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 Parent and Exchangeco.

                                   ARTICLE 11
                                PARENT SUCCESSORS

11.1 Certain Requirements in Respect of Combination, etc.

     As long as any  outstanding  Exchangeable  Shares  are owned by any  Person
other than Parent or any of its  Affiliates,  Parent  shall not  consummate  any
transaction  (whether by way of reconstruction,  reorganization,  consolidation,
arrangement,  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 or other entity resulting therefrom unless, but may do so if:


<PAGE>

                                      -28-



     (a)  such other Person or  continuing  corporation  or, in the event of any
          merger,  amalgamation or similar transaction pursuant to which holders
          of shares in Parent are  entitled to receive  shares in the capital of
          any  corporation or other legal entity other than such other Person or
          continuing corporation, then such corporation or legal entity (in each
          case, the "Parent  Successor") by operation of law,  becomes,  without
          more,  bound by the terms and  provisions of this Agreement or, if not
          so  bound,   executes,   prior  to  or   contemporaneously   with  the
          consummation of such transaction,  an agreement supplemental hereto or
          otherwise  agrees to become bound by the terms and  provisions of this
          Agreement,  in either case  together with such other  instruments  (if
          any)  as  are  reasonably  necessary  or  advisable  to  evidence  the
          assumption by the Parent Successor of liability for all moneys payable
          and  property  deliverable  hereunder  and the covenant of such Parent
          Successor to pay and deliver or cause to be delivered the same and its
          agreement to observe and perform all the covenants and  obligations of
          Parent under this Agreement; and

     (b)  such  transaction  shall, to the  satisfaction of the Trustee,  acting
          reasonably,  and in the opinion of legal  counsel to the  Trustee,  be
          upon such terms and conditions as substantially to preserve and not to
          impair in any material respect any of the rights,  duties,  powers and
          authorities of the Trustee or of the Beneficiaries hereunder.

11.2 Vesting of Powers in Successor

     Whenever  the  conditions  of  Section  11.1 have been  duly  observed  and
performed, the Trustee, Parent Successor,  Exchangeco and Parent, as applicable,
shall, if required by Section 11.1,  execute and deliver the supplemental  trust
agreement  provided  for in  Article 12 and  thereupon  Parent  Successor  shall
possess  and from time to time may  exercise  each and every  right and power of
Parent under this  Agreement  in the name of Parent or otherwise  and any act or
proceeding by any provision of this  Agreement  required to be done or performed
by the Board of Directors of Parent, or any officers of Parent,  may be done and
performed with like force and effect by the directors or officers of such Parent
Successor.

11.3 Wholly-Owned Subsidiaries

     Nothing herein shall be construed as preventing the  amalgamation or merger
of any wholly-owned  direct or indirect subsidiary of Parent with or into Parent
or the  winding-up,  liquidation or dissolution  of any  wholly-owned  direct or
indirect  subsidiary  of Parent  (if all of the  assets of such  subsidiary  are
transferred to Parent or another  wholly-owned  direct or indirect subsidiary of
Parent) or any other  distribution of the assets of any  wholly-owned  direct or
indirect  subsidiary of Parent among the shareholders of such subsidiary for the
purpose of winding  up its  affairs,  and any such  transactions  are  expressly
permitted by this Article 11.


<PAGE>

                                      -29-



                                   ARTICLE 12
                  AMENDMENTS AND SUPPLEMENTAL TRUST AGREEMENTS

12.1 Amendments, Modifications, etc.

     Subject to Sections 12.2,  12.4 and 15.1, this Agreement may not be amended
or modified except by an agreement in writing executed by Parent, Exchangeco and
the Trustee and approved by the Beneficiaries in accordance with Section 10.2 of
the Share  Provisions.  No  amendment  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,  the  parties  to this
Agreement  may in  writing,  at any  time and from  time to  time,  without  the
approval of the  Beneficiaries,  amend or modify this Agreement for the purposes
of:

     (a)  adding  to  the  covenants  of  any  or all  parties  hereto  for  the
          protection of the Beneficiaries  hereunder  provided that the Board of
          Directors of each of Parent and Exchangeco  shall be of the good faith
          opinion that such  additions  will not be prejudicial to the rights or
          interests of the Beneficiaries;

     (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 good faith opinion of the Board of Directors
          of each of Parent and  Exchangeco  and in the opinion of the  Trustee,
          having  in mind the best  interests  of the  Beneficiaries,  it may be
          expedient  to make,  provided  that such Boards of  Directors  and the
          Trustee, acting on the advice of counsel, shall be of the opinion that
          such  amendments  and  modifications  will not be  prejudicial  to the
          interests of the Beneficiaries; or

     (c)  making such changes or corrections  which, on the advice of counsel to
          Parent,  Exchangeco  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,  acting on the advice of counsel,  and the Board of Directors
          of each of Parent and  Exchangeco  shall be of the  opinion  that such
          changes  or  corrections  will not be  prejudicial  to the  rights and
          interests of the Beneficiaries.

12.3 Meeting to Consider Amendments

     Exchangeco,  at the request of Parent,  shall call a meeting or meetings of
the  Beneficiaries  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 Exchangeco, the Share
Provisions and all applicable laws.


<PAGE>


                                      -30-



12.4 Changes in Capital of Parent and Exchangeco

     At all times after the  occurrence  of any event  contemplated  pursuant to
Sections 2.7 or 2.8 of the Support Agreement or otherwise,  as a result of which
either Parent Common  Shares or the  Exchangeable  Shares or both are in any way
changed,  this Agreement shall forthwith be amended and modified as necessary in
order that it shall apply with full force and effect,  mutatis mutandis,  to all
new  securities  into which Parent Common Shares or the  Exchangeable  Shares or
both  are so  changed  and the  parties  hereto  shall  execute  and  deliver  a
supplemental  trust  agreement  giving effect to and  evidencing  such necessary
amendments and modifications.

12.5 Execution of Supplemental Trust Agreements

     From time to time Exchangeco  (when authorized by a resolution of its Board
of  Directors),  Parent  (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,  trust  agreements or other  instruments  supplemental  hereto,
which  thereafter  shall form part hereof,  for any one or more of the following
purposes:

     (a)  evidencing  the  succession of Parent  Successors and the covenants of
          and  obligations  assumed by each such Parent  Successor in accordance
          with the provisions of Article 11 and the successors of the Trustee or
          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 Exchange Right
          or the Automatic Exchange Rights which, in the opinion of the Trustee,
          based  on the  advice  of  counsel,  will  not be  prejudicial  to the
          interests  of the  Beneficiaries  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
          Parent, Exchangeco, the Trustee or this Agreement; and

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

                                   ARTICLE 13
                                   TERMINATION

13.1 Term

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

     (a)  no outstanding Exchangeable Shares are held by a Beneficiary;

<PAGE>

                                      -31-


     (b)  each of Parent and Exchangeco elects in writing to terminate the Trust
          and such  termination is approved by the  Beneficiaries  in accordance
          with Section 10.2 of the Share Provisions; and

     (c)  21 years after the death of the last  survivor of the  descendants  of
          His Majesty  King George VI of Canada and 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
Beneficiary;  provided,  however, that the provisions of Article 8 and Article 9
shall survive any such termination of this Agreement.

                                   ARTICLE 14
              ADDITIONAL PROVISIONS FOR THE BENEFIT OF THE TRUSTEE

14.1 Third Party Interests

     Each party to this  Agreement  hereby  represents  to the Trustee  that any
account to be opened by, or interest to held by, the Trustee in connection  with
this Agreement,  for or to the credit of such party,  either (i) is not intended
to be used by or on behalf of any third party; or (ii) is intended to be used by
or on  behalf  of a third  party,  in which  case such  party  hereto  agrees to
complete and execute forthwith a declaration in the Trustee's prescribed form as
to the particulars of such third party.

14.2 Trustee Not Bound to Act

     The Trustee  shall  retain the right not to act and shall not be liable for
refusing  to act  if,  due to a lack of  information  or for  any  other  reason
whatsoever,  the Trustee,  in its sole judgment,  determines that such act might
cause it to be in non-compliance  with any applicable  anti-money  laundering or
anti-terrorist  legislation,   regulation  or  guideline.  Further,  should  the
Trustee, in its sole judgment,  determine at any time that its acting under this
Agreement  has  resulted  in its  being in  non-compliance  with any  applicable
anti-money  laundering or anti-terrorist  legislation,  regulation or guideline,
then it shall  have the right to resign on 10 days  written  notice to the other
parties to this Agreement,  provided (i) that the Trustee's written notice shall
describe  the  circumstances  of  such  non-compliance;  and  (ii)  that if such
circumstances are rectified to Trustee's satisfaction within such 10 day period,
then such resignation shall not be effective.

14.3 Privacy Consent Clause

     The parties  acknowledge  that the Trustee  may, in the course of providing
services hereunder,  collect or receive financial and other personal information
about such parties and/or their representatives,  as individuals, or about other
individuals  related to the subject matter hereof,  and use such information for
the following purposes:



<PAGE>


                                      -32-


     (a)  to  provide  the  services  required  under this  agreement  and other
          services that may be requested from time to time;

     (b)  to help the  Trustee  manage  its  servicing  relationships  with such
          individuals;

     (c)  to meet the Trustee's legal and regulatory requirements; and

     (d)  if Social Insurance  Numbers are collected by the Trustee,  to perform
          tax  reporting  and  to  assist  in  verification  of an  individual's
          identity for security purposes.

Each party  acknowledges and agrees that the Trustee may receive,  collect,  use
and disclose personal information provided to it or acquired by it in the course
of this agreement for the purposes described above and, generally, in the manner
and on the terms  described in its Privacy  Code,  which the Trustee  shall make
available on its website or upon request,  including revisions thereto. Further,
each  party  agrees  that it shall not  provide or cause to be  provided  to the
Trustee any personal information relating to an individual who is not a party to
this  agreement  unless  that  party has  assured  itself  that such  individual
understands and has consented to the aforementioned uses and disclosures.

                                   ARTICLE 15
                                     GENERAL

15.1 Severability

     If any term or other  provision of this  Agreement  is invalid,  illegal or
incapable  of being  enforced  by any rule or law, or public  policy,  all other
conditions and provisions of this Agreement  shall  nevertheless  remain in full
force and effect so long as the economic or legal substance of the  transactions
contemplated  hereby is not  affected  in any manner  materially  adverse to any
party.  Upon such  determination  that any term or other  provision  is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as  closely  as  possible  in an  acceptable  manner to the end that the
transactions contemplated hereby are fulfilled to the fullest extent possible.

15.2 Enurement

     This  Agreement  shall be  binding  upon and  enure to the  benefit  of the
parties hereto and their  respective  successors and assigns and, subject to the
terms hereof, to the benefit of the Beneficiaries and is specifically assignable
to any  Affiliate  of Parent  without  the consent of the  Beneficiaries  or the
Trustee.

15.3 Notices to Parties

     All notices and other communications between the parties hereunder shall be
in writing and shall be deemed to have been given if delivered personally,  sent
by  registered  mail or by  confirmed  telecopy to the parties at the  following
addresses (or at such other address for such party as shall be specified in like
notice):


<PAGE>

                                      -33-



     (a)  To Parent or Exchangeco at:

                 47200 Bayside Parkway,
                 Fremont, CA 94538, USA

                 Attention:   Chairman, President and Chief Executive Officer
                 Telecopier:  (510) 353-6021

     (b)  To the Trustee at:

                 Computershare Trust Company of Canada
                 510 Burrard Street
                 Vancouver, BC   V6C 3B9

                 Attention:   Manager, Corporate Trust
                 Facsimile:   (604) 685-4079

     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.

15.4 Notice to Beneficiaries

     Any  and all  notices  to be  given  and  any  documents  to be sent to any
Beneficiaries  may be given or sent to the address of such Beneficiary  shown on
the register of holders of  Exchangeable  Shares in any manner  permitted by the
by-laws  of  Exchangeco  from time to time in force in  respect  of  notices  to
shareholders  and  shall be  deemed  to be  received  (if  given or sent in such
manner) at the time  specified in such by-laws,  the provisions of which by-laws
shall apply mutatis  mutandis to notices or documents as aforesaid  sent to such
Beneficiaries.

15.5 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.

15.6 Jurisdiction

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

15.7 Attornment

     Each of the  Trustee,  Parent  and  Exchangeco  agrees  that any  action or
proceeding arising out of or relating to this Agreement may be instituted in the
courts  of  British  Columbia,  waives  any  objection  which it may have now or
hereafter to the venue of any such action or proceeding,  irrevocably submits to
the jurisdiction of the said courts in any such action or proceeding,  agrees to
be bound by any judgment of the said courts and not to seek,  and hereby waives,
any review



<PAGE>

                                      -34-



of the merits of any such judgment by the courts of any other jurisdiction,  and
Parent hereby  appoints  Exchangeco at its registered  office in the Province of
British Columbia as attorney for service of process.



                            [SIGNATURE PAGE FOLLOWS]



<PAGE>

                                      -35-


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

                                      AT ROAD, INC.


                                        By:
                                             -----------------------------------

                                             Name:..............................
                                             Title:.............................


                                      ORION EXCHANGECO, LTD.


                                        By:
                                             -----------------------------------

                                             Name:..............................
                                             Title:.............................



                                      COMPUTERSHARE TRUST COMPANY OF CANADA


                                        By:
                                             -----------------------------------

                                             Name:..............................
                                             Title:.............................





<PAGE>



                                   EXHIBIT F


                                AFFILIATE LETTER

                                                                  April 12, 2004

At Road, Inc.
47220 Bayside Parkway
Fremont, California 94538

Ladies and Gentlemen:

     I have been  advised  that as of the date of this letter I may be deemed to
be an "affiliate" of MDSI Mobile Data  Solutions Inc.  ("Company"),  as the term
"affiliate" is defined for purposes of paragraphs (c) and (d) of Rule 145 of the
rules and  regulations  (the  "Rules and  Regulations")  of the  Securities  and
Exchange  Commission  (the "SEC") under the  Securities  Act of 1933, as amended
(the "1933 Act"). Pursuant to the terms of the Combination  Agreement,  dated as
of April 12, 2003 (the "Combination Agreement"), among At Road, Inc., a Delaware
corporation  ("Parent"),  Orion Exchangeco,  Ltd., a corporation organized under
the Business  Corporations  Act  (British  Columbia)  and  Company,  Parent will
acquire all of the  outstanding  share  capital of Company (the  "Arrangement").
Capitalized  terms used in this letter agreement  without  definition shall have
the meanings assigned to them in the Combination Agreement.

     As a result of the  Arrangement,  I may  receive  Parent  Common  Shares or
Exchangeable  Shares in  exchange  for shares (or upon  exercise  of options for
shares) owned by me of common shares, no par value, of Company.

     1.   I  represent,  warrant  and  covenant  to  Parent  that in the event I
receive  any  Parent  Common  Shares or  Exchangeable  Shares as a result of the
Arrangement:

          A. I shall not make any sale,  transfer  or other  disposition  of the
     Parent Common Shares or Exchangeable Shares in violation of the 1933 Act or
     the Rules and Regulations.

          B. I have carefully read this letter and discussed the requirements of
     this  letter  and other  applicable  limitations  upon my  ability to sell,
     transfer or otherwise  dispose of the Parent Common Shares or  Exchangeable
     Shares, to the extent I felt necessary, with my counsel.

          C. I have been advised that the issuance of Parent  Common  Shares and
     Exchangeable Shares in connection with the transactions contemplated by the
     Combination   Agreement  will  be  either  (A)  exempt  from   registration
     requirements  under the 1933 Act,  pursuant to Section  3(a)(10)  under the
     1933  Act or  (B)  registered  on a  registration  statement  on  Form  S-3
     promulgated under the 1933 Act and, in either such case, the resale of such
     Parent Common Shares or Exchangeable  Shares may be subject to restrictions
     set forth in Rule 145 under the 1933 Act. I have been advised that, because
     at the time the Arrangement is submitted for a vote of the  shareholders of
     Company I may be  deemed to be an  affiliate  of  Company,  I may not sell,
     transfer or otherwise


<PAGE>
At Road, Inc.
Page 2 of 3



     dispose of the Parent Common Shares or Exchangeable  Shares issued to me in
     the  Arrangement,  or any Parent  Common Shares issued upon exchange of the
     Exchangeable Shares issued to me as a result of the Arrangement, unless (i)
     such sale,  transfer or other  disposition  is made in conformity  with the
     limitations  of Rule 145  promulgated  by the SEC under the 1933 Act,  (ii)
     such sale, transfer or other disposition has been registered under the 1933
     Act or (iii) in the  opinion of counsel  reasonably  acceptable  to Parent,
     such  sale,   transfer  or  other  disposition  is  otherwise  exempt  from
     registration under the 1933 Act.

          D. (i) I understand that there will be placed on the  certificates for
     the  Parent  Common  Shares  or  Exchangeable  Shares  issued to me, or any
     substitutions therefor, a legend stating in substance:

          "THE  SHARES   REPRESENTED  BY  THIS  CERTIFICATE  WERE  ISSUED  IN  A
          TRANSACTION TO WHICH RULE 145 PROMULGATED  UNDER THE SECURITIES ACT OF
          1933 APPLIES.  THE SHARES  REPRESENTED BY THIS CERTIFICATE MAY ONLY BE
          TRANSFERRED  IN  ACCORDANCE  WITH  THE  TERMS  OF AN  AGREEMENT  DATED
          __________,  2004 BETWEEN THE  REGISTERED  HOLDER  HEREOF AND AT ROAD,
          INC., A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF
          ASTEROID, INC."

          (ii) If a sale or  transfer  is made prior to the above  legend  being
     removed pursuant to paragraph 2 below,  certificates  with the above legend
     will be  substituted by delivery of  certificates  without such legend upon
     delivery of a declaration to Parent (the "Declaration"),  which Declaration
     shall be reasonably  satisfactory in form and substance to Parent, that the
     requirements of Rule 145(d)(1) have been complied with.

          E. I understand  that unless a sale or transfer is made in  accordance
     with the  provisions  of  paragraph  1.C.  above,  or the legend is removed
     pursuant to  paragraph 2, Parent  reserves  the right to put the  following
     legend on the certificates issued to my transferee:

          "THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE  SECURITIES  ACT OF 1933 AND WERE ACQUIRED FROM A PERSON WHO
          RECEIVED  SUCH SHARES IN A TRANSACTION  TO WHICH RULE 145  PROMULGATED
          UNDER  THE  SECURITIES  ACT OF 1933  APPLIES.  THE  SHARES  HAVE  BEEN
          ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION
          WITH,  ANY  DISTRIBUTION  THEREOF WITHIN THE MEANING OF THE SECURITIES
          ACT OF 1933  AND MAY NOT BE SOLD,  PLEDGED  OR  OTHERWISE  TRANSFERRED
          EXCEPT  IN  ACCORDANCE   WITH  AN  EXEMPTION  FROM  THE   REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT OF 1933."


<PAGE>

At Road, Inc.
Page 3 of 3



          F.  Execution of this letter  should not be considered an admission on
     my part that I am an  "affiliate"  of  Company  as  described  in the first
     paragraph  of this  letter,  nor as a  waiver  of any  rights I may have to
     object to any  claim  that I am such an  affiliate  on or after the date of
     this letter.

     2.   By Parent's  acceptance  of this letter,  Parent hereby agrees with me
that:

          Unless previously sold pursuant to the applicable requirements of Rule
     145, it is  understood  and agreed that  certificates  with the legends set
     forth in paragraphs  1.D. and l.E. above will be substituted by delivery of
     certificates  without  such legends if (i) one year shall have elapsed from
     the date the undersigned  acquired the Parent Common Shares or Exchangeable
     Shares received in the Arrangement and the provisions of Rule 145(d)(2) are
     then available to the  undersigned,  (ii) two years shall have elapsed from
     the date the undersigned  acquired the Parent Common Shares or Exchangeable
     Shares received in the Arrangement and the provisions of Rule 145(d)(3) are
     then applicable to the undersigned,  or (iii) Parent has received either an
     opinion  of  counsel,   which  opinion  and  counsel  shall  be  reasonably
     satisfactory to Parent, or a "no action" letter obtained by the undersigned
     from the staff of the SEC, to the effect that the  restrictions  imposed by
     Rule 145 under the 1933 Act no longer apply to the undersigned.

          For as long as resales of any shares of Parent  Common Shares owned by
     me are subject to Rule 145, Parent will use its reasonable  efforts to make
     all filings of the nature  specified in paragraph  (c)(1) of Rule 144 under
     the 1933 Act.  Upon  receipt of a properly  completed  Declaration,  Parent
     shall use its  reasonable  best efforts to instruct  its transfer  agent to
     deliver  unlegended shares in accordance with the terms of the transfer set
     forth in the Declaration as soon as practicable  following  receipt of such
     Declaration.

                                        Very truly yours,


                                        ---------------------------------------
                                        Name:




Agreed and accepted this ___ day
of _________, 2004, by

AT ROAD, INC.


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