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                                                                    Exhibit 10.1


                             HYDROGENICS CORPORATION








                              AMENDED AND RESTATED
                        UNANIMOUS SHAREHOLDERS' AGREEMENT

                                January 24, 2000

                (superseding the Unanimous Shareholders Agreement
                      dated December 21, 1998, as amended)
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                                TABLE OF CONTENTS

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ARTICLE 1
     INTERPRETATION........................................................    1
     1.1   Defined Terms...................................................    1
     1.2   Headings, etc...................................................    4
     1.3   Gender and Number...............................................    4
     1.4   Governing Law...................................................    4
     1.5   Severability....................................................    4
     1.6   Currency........................................................    4
     1.7   Entire Agreement................................................    4
     1.8   Amendment.......................................................    5
     1.9   Waiver..........................................................    5
     1.10  Time of Essence.................................................    5
     1.11  Further Acts....................................................    5
     1.12  Accounting Principles...........................................    5

ARTICLE 2
     TERM OF AGREEMENT.....................................................    5
     2.1   Term............................................................    5

ARTICLE 3
     IMPLEMENTATION OF AGREEMENT...........................................    6
     3.1   Shareholder Covenants...........................................    6
     3.2   Conflict........................................................    6
     3.3   Covenants by the Corporation....................................    6

ARTICLE 4
     CORPORATION'S BUSINESS AND PURPOSE....................................    7
     4.1   Business and Purpose............................................    7

ARTICLE 5
     DIRECTORS AND SHAREHOLDERS............................................    7
     5.1   Number of Directors.............................................    7
     5.2   Nomination and Election of Directors............................    7
     5.3   Term of Office..................................................    8
     5.4   Powers and Duties of Directors..................................    8
     5.5   Insurance.......................................................    9
     5.6   Board Meetings..................................................    9
     5.7   Exercise of Authority...........................................    9
     5.8   Senior Officers.................................................   10
     5.9   Directors Compensation and Fees.................................   10
     5.10  Extraordinary Matters...........................................   10
     5.11  Meetings of Shareholders........................................   12
     5.12  Key Person Insurance............................................   13
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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     5.13  Independent Director and Chairman...............................   13
     5.14  Future Financing................................................   13

ARTICLE 6
     FINANCIAL AND ACCOUNTING PRACTICES....................................   13
     6.1   Financial Information...........................................   13
     6.2   Maintain Books..................................................   14
     6.3   Review of Books.................................................   15
     6.4   Fiscal Year.....................................................   15

ARTICLE 7
     ARTICLE SALE AND ISSUANCE OF SHARES...................................   15
     7.1   Sale and Issue Restrictions.....................................   15
     7.2   Offer...........................................................   16
     7.3   Tag-Along and Purchase Rights...................................   16
     7.4   Right of First Refusal..........................................   17
     7.5   Sale of Shares - Right of First Refusal Not Exercised...........   18
     7.6   Drag-Along Rights...............................................   18
     7.7   Put Option......................................................   19
     7.8   Price Resolution................................................   20
     7.9   Substitute Purchaser............................................   21
     7.10  Rights of Purchaser.............................................   22

ARTICLE 8
     NON-COMPETITION.......................................................   22
     8.1   Non-Competition.................................................   22
     8.2   Non-Solicitation of Customers...................................   22
     8.3   Non-Solicitation of Employees...................................   23
     8.4   Non-Interference................................................   23
     8.5   Portfolio Exception.............................................   23

ARTICLE 9
     REPRESENTATIONS AND WARRANTIES........................................   24
     9.1   General.........................................................   24
     9.2   The Corporation.................................................   24

ARTICLE 10
     ADDITIONAL CAPITAL....................................................   25
     10.1  Related Party Loans.............................................   25
     10.2  Future Debt Financings..........................................   27
     10.3  Future Equity Financings........................................   28
     10.4  Exceptions to Pre-emptive Rights................................   28
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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ARTICLE 11
     GENERAL MATTERS.......................................................   28
     11.1  No Agency or Partnership........................................   28
     11.2  Notice..........................................................   29
     11.3  Endorsement of Share Certificates...............................   29
     11.4  Assignment......................................................   29
     11.5  Counterparts....................................................   30
     11.6  Publicity.......................................................   30
     11.7  Power of Attorney...............................................   30

ARTICLE 12
     CONFIDENTIALITY.......................................................   30
     12.1  Confidentiality.................................................   30
     12.2  Survival........................................................   31
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                                     -iii-
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                              AMENDED AND RESTATED
                        UNANIMOUS SHAREHOLDERS' AGREEMENT

Amended and Restated Unanimous shareholders' agreement dated January 24, 2000
between Hydrogenics Corporation (the "Corporation"), CIBC Capital Partners
("CIBC"), Micro-Generation Technology Fund, L.L.C. ("MG Fund"), Working Ventures
Canadian Fund Inc. ("WV"), Development Ventures, Inc. ("DVI"), the investors
listed on Schedule "A" hereto (the "Legacy Investors"), Pierre Rivard
("Rivard"), Joe Cargnelli ("Cargnelli") and Boyd Taylor ("Taylor").

WHEREAS:

A.       CIBC, MG Fund, WV, DVI, the Legacy Investors, Rivard, Cargnelli and
         Taylor are the registered and beneficial owners of all the outstanding
         shares in the capital of the Corporation.

B.       The authorized capital of the Corporation is an unlimited number of
         Common Shares, an unlimited number of Preferred Shares issuable in
         series, an unlimited number of Series A Preferred Shares and an
         unlimited number of Series B Preferred Shares.

C.       On the date hereof there are issued and outstanding 2,812,500 Common
         Shares, 750,000 Series A Preferred Shares and 510,500 Series B
         Preferred Shares which are legally and beneficially owned by and
         recorded on the Corporation's books as set out in Schedule "B" hereto.

D.       The Corporation and the Shareholders have entered into this Agreement
         to establish their respective rights and obligations in respect of the
         issued and unissued shares of the Corporation, the management and
         conduct of its business and various other matters hereinafter set
         forth.

E.       It is intended that this Agreement will supersede and replace the
         unanimous shareholders agreement originally entered into on December
         21, 1998, as amended.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective
covenants and agreements hereinafter contained and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each of the parties hereto), the parties hereto covenant and agree with each
other as follows:

                                   ARTICLE 1
                                 INTERPRETATION

1.1      DEFINED TERMS.

As used in this Agreement, the following terms have the following meanings:

         "ACT" means the Canada Business Corporations Act as may be amended from
         time to time, and shall be deemed to be any act substituted therefor.
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                                       2

         "AFFILIATE" means an "affiliate" as that term is defined in the Act.

         "AGREEMENT" means this agreement and all schedules attached hereto and
         any and all amendments made hereto by written agreement among the
         parties hereto.

         "ANNUAL BUSINESS PLAN" has the meaning specified in Section 6.1(2).

         "ARM'S LENGTH" has the meaning specified to such term by the Income Tax
         Act (Canada).

         "ARTICLES" means the Articles of Incorporation attached to the
         Certificate of Incorporation of the Corporation as may be amended or
         restated from time to time.

         "ASSOCIATE" means an "associate" as that term is defined in the
         Securities Act (Ontario).

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

         "BYLAWS" means the bylaws of the Corporation from time to time in force
         and effect.

         "CHAIRMAN" means the chairman of the Board.

         "COMMON SHARES" means the issued and outstanding common shares in the
         capital of the Corporation.

         "CONTROL" has the meaning specified thereto in the Act as in effect on
         the date hereof and without reference to any amendments thereto after
         the date hereof.

         "CORPORATION'S BUSINESS" has the meaning specified thereto in Section
         4.1.

         "DIRECTORS", "BOARD OF DIRECTORS" and "BOARD" means the persons who
         are, from time to time, duly elected as directors of the Corporation.

         "EXPERTS" means two national accounting firms, one as selected by CIBC,
         MG Fund, WV and DVI (acting together), and the other as selected by
         Rivard, Cargnelli and Taylor (acting together).

         "FAIR MARKET VALUE" means, for the purposes of valuation by the Experts
         hereunder, the highest cash price in terms of money which would be
         obtained as at the date specified in the applicable Section hereof if
         all the Shareholders of the Corporation sold all of their respective
         Shares in an open and unrestricted market (recognizing that the Shares
         are securities of a corporation which cannot offer its securities to
         the public) without compulsion to a willing and knowledgeable purchaser
         acting at arms' length and where in determining such Fair Market Value:
         (1) the value of each Common Share is based on the value of all Common
         Shares; (2) no diminution or accretion in value is attributed to any
         majority or minority interest (other than in determining Fair Market
         Value for a purchase by the Corporation from a trustee in bankruptcy);
         (3) the value of any insurance on the
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                                       3

         life of any shareholder or employee and the proceeds of such insurance
         shall be excluded; (4) the value of all intangible and unrecorded
         assets is included; (5) the value of each Preferred Share shall be
         equal to the redemption price for such share set forth in the Articles.

         "INDEPENDENT" means, with respect to any member of the Board of
         Directors, a person who is not (a) a shareholder of the Corporation
         other than a director who has become a shareholder through the exercise
         of options or rights granted to him as a result of being a director, or
         (b) a shareholder of an Affiliate of (a), or (c) a professional adviser
         to, director, officer, employee of or party to any written or oral
         contract with the Corporation, a shareholder or an Affiliate of any of
         them, or (d) an employee of CIBC, MG Fund, WV or DVI, or (e) any person
         related by blood, adoption or marriage to any of the foregoing.

         "PERSON" means an individual, partnership, corporation or other entity.

         "PREFERRED SHARES" means the issued and outstanding Series A Preferred
         Shares and the Series B Preferred Shares in the capital of the
         Corporation.

         "PROSPECTIVE CUSTOMERS" shall mean, for the purposes of Article 8,
         Persons canvassed or solicited by the Corporation at any time up to the
         date upon which a Person ceases to be a Shareholder, officer, director
         or an employee of the Corporation.

         "PURCHASER" has the meaning specified in Section 7.7.

         "PUT OPTION" has the meaning specified in Section 7.7.

         "RELATED PARTIES" means Shareholders and Persons related to
         Shareholders as the term "related" is defined in the Income Tax Act
         (Canada); and "Related Party" shall mean any one of such parties.

         "SENIOR MANAGEMENT GROUP" means collectively, Rivard, Cargnelli and
         Taylor.

         "SERIES A PREFERRED SHARES" means the issued and outstanding series A
         preferred shares in the capital of the Corporation.

         "SERIES B PREFERRED SHARES" means the issued and outstanding series B
         preferred shares in the capital of the Corporation.

         "SHARE SUBSCRIPTION AGREEMENT" means the share subscription agreement
         dated the date hereof among the Corporation, CIBC, MG Fund, WV, DVI and
         the Legacy Investors.

         "SHAREHOLDERS" means collectively CIBC, MG Fund, WV, DVI, the Legacy
         Investors, Rivard, Cargnelli and Taylor and any person to whom a
         Shareholder transfers any Shares,
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                                       4

         or to whom Shares are issued, in accordance with the terms of this
         Agreement and "Shareholder" means, individually, any one of them.

         "SHARES" means collectively the Common Shares and the Preferred Shares.

         "SUBSIDIARY" means a corporation Controlled by the Corporation

         "TERRITORY" means North America.

1.2      HEADINGS, ETC.

The provision of a Table of Contents, the division of this Agreement into
Articles and Sections and the insertion of headings are for convenient reference
only and are not to affect its interpretation.

1.3      GENDER AND NUMBER.

Any reference in this Agreement or any Ancillary Agreement to gender includes
all genders and words importing the singular number only shall include the
plural and vice versa.

1.4      GOVERNING LAW.

This Agreement shall be governed and interpreted and enforced in accordance with
the laws of the Province of Ontario and the federal laws of Canada applicable
therein.

1.5      SEVERABILITY.

Each provision of this Agreement is intended to be severable. If any provision
hereof is illegal or invalid, such provision shall be deemed to be severed and
deleted herefrom and such illegality and invalidity shall not affect the
validity or enforceability of the remainder hereof.

1.6      CURRENCY.

All references to dollars in this Agreement shall be to Canadian dollars.

1.7      ENTIRE AGREEMENT.

This Agreement (and, with respect to the Corporation, CIBC, MG Fund, WV, DVI and
the Legacy Investors and the Share Subscription Agreement) constitutes the
entire agreement among the parties hereto with regard to the subject matter
hereof and supersedes all prior agreements, understandings, representations or
warranties, negotiations and discussions, whether oral or written, among the
parties hereto with respect thereto, including without limitation any agreements
among the shareholders of the Corporation entered into prior to the date hereof,
which are hereby terminated.
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                                       5

1.8      AMENDMENT.

This Agreement may be amended if such amendments are approved in writing by each
of CIBC, MG Fund, WV, DVI, Cargnelli, Taylor and Rivard and any amendment so
approved shall be binding on all Shareholders.

1.9      WAIVER.

No waiver by any party hereto of any breach of any of the provisions of this
Agreement shall take effect or be binding upon such party unless in writing and
signed by such party. Unless otherwise provided therein, such waiver shall not
limit or affect the rights of such party with respect to any other breach.

1.10     TIME OF ESSENCE.

Time shall be of the essence of this Agreement.

1.11     FURTHER ACTS.

The parties hereto agree to execute and deliver such further and other documents
and perform and cause to be performed such further and other acts and things as
may be necessary or desirable in order to give full effect to this Agreement and
every part hereof.

1.12     ACCOUNTING PRINCIPLES.

References in this Agreement to generally accepted accounting principles shall
be deemed to be the generally accepted accounting principles from time to time
approved by the Canadian Institute of Chartered Accountants, or any successor
institute, applicable as of the date on which such calculation is made or
required to be made in accordance with generally accepted accounting principles.

                                   ARTICLE 2
                                TERM OF AGREEMENT

2.1      TERM.

Subject to Section 12.2, this Agreement shall come into force and effect on the
date hereof and shall terminate on the earlier of:

         (a)      the date on which only one Shareholder holds Shares;

         (b)      the date this Agreement is terminated by written agreement of
                  CIBC, MG Fund, WV, DVI, Cargnelli, Taylor and Rivard and any
                  termination so agreed to shall be binding on all Shareholders;
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                                       6

         (c)      the date of the closing of an offering or offerings pursuant
                  to a receipted prospectus under the Securities Act (Ontario),
                  as amended, or similar document filed under other applicable
                  securities laws in Canada or the United States, covering the
                  offer and sale of Common Shares for the account of the
                  Corporation to the public in which:

                  (i)      the Common Shares are listed on a North American
                           stock exchange or The NASDAQ Stock Market; and

                  (ii)     the net proceeds to the Corporation from such
                           offering or offerings aggregate not less than $15
                           million;

         (d)      the date upon which all of the Shares are acquired by a
                  reporting issuer within the meaning of the Securities Act
                  (Ontario); and

         (e)      the sale of all of the Shares of the Corporation to a third
                  party in compliance with this Agreement.

                                   ARTICLE 3
                           IMPLEMENTATION OF AGREEMENT

3.1      SHAREHOLDER COVENANTS.

Each of the Shareholders covenants and agrees that it shall vote or cause to be
voted the Shares of the Corporation owned by it to accomplish and give effect to
the terms and conditions of this Agreement and that it shall otherwise act in
accordance with the provisions and intent of this Agreement.

3.2      CONFLICT.

Subject to the provisions of the Act, in the event of any conflict between the
provisions of this Agreement and the Articles and the Bylaws, the provisions of
this Agreement shall govern. The parties hereto acknowledge and agree that as
the date hereof conflicts may exist between this Agreement and the Articles and
the Bylaws. Each of the Shareholders agrees to vote or cause to be voted the
Shares owned by it so as to cause the Articles or the Bylaws to be amended to
resolve each such conflict and any other conflicts in favour of the provisions
of this Agreement.

3.3      COVENANTS BY THE CORPORATION.

The Corporation consents to the terms of this Agreement and hereby covenants
with each of the other parties hereto that it will at all times during the term
of this Agreement be governed by the terms and provisions hereof in carrying on
its business and affairs, and shall duly comply with, perform or otherwise
satisfy all representations, warranties, covenants and agreements contained in
the Share Subscription Agreement on its part to be complied with, performed or
otherwise satisfied, and each of the Shareholders shall vote or cause to be
voted their respective Shares of the Corporation to cause the Corporation to
fulfil its foregoing covenants.
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                                       7


                                   ARTICLE 4
                       CORPORATION'S BUSINESS AND PURPOSE

4.1      BUSINESS AND PURPOSE.

The business and purpose of the Corporation shall be the development and
marketing of technologies and products that include, or are related to, the
utilization of hydrogen as an energy source (the "CORPORATION'S BUSINESS"). The
Corporation's Business shall be conducted at all times so as to implement to the
fullest extent possible the Annual Business Plan as contemplated therein.

                                   ARTICLE 5
                           DIRECTORS AND SHAREHOLDERS

5.1      NUMBER OF DIRECTORS.

The Corporation shall, subject to Section 5.2, have 6 Directors who shall be
nominated and elected as provided for in Section 5.2.

5.2      NOMINATION AND ELECTION OF DIRECTORS.

         (a)      Nomination. The Board of Directors shall consist of one
                  nominee of WV, one nominee of CIBC, three nominees of Rivard,
                  Cargnelli and Taylor (acting together) and one Independent
                  Director, who shall also act as chairman, mutually acceptable
                  to all parties. In the event that any of Rivard, Cargnelli and
                  Taylor are nominated to the Board, and in the event of the
                  death of any of them, the Shareholders shall nominate a person
                  who is Independent in the deceased's place as Director.

         (b)      Replacement. The party entitled under subsection 5.2(a) to
                  nominate a Director may replace any Director nominated by it
                  at any time and from time to time in accordance with the
                  requirements of subsection 5.2(a). Any such party who wishes
                  to replace a Director may have such Director replaced at any
                  duly constituted meeting of the Shareholders of the
                  Corporation or shall forward a written resolution to that
                  effect, signed by that Shareholder, as the case may be, to the
                  Shareholders not less than 48 hours before a meeting of
                  Directors at which such replacement director is expected to
                  attend. Upon receipt of such written resolution, the
                  Shareholders shall execute the resolution and promptly return
                  it to the party initiating the same, who, upon receipt
                  thereof, shall forward the signed resolution to the
                  Corporation for filing in the corporate minute book.

         (c)      Sale of Shares. In the event that any Shareholder sells all of
                  its Shares in accordance with this Agreement, the nominated
                  Directors of such Shareholder shall resign and shall provide a
                  release to the Corporation and the purchaser shall
<PAGE>   12
                                       8

                  be entitled to the same rights, if any, to nominate Directors
                  as such Shareholder had.

         (d)      Indemnity. The Corporation hereby indemnifies each Director.
                  and his or her heirs and legal representatives against all
                  costs, charges and expenses, including an amount paid to
                  settle an action or satisfy a judgment, reasonably incurred by
                  him or her in respect of any civil, criminal or administrative
                  proceeding to which he or she is made a party by reason of
                  being or having been a director of the Corporation provided
                  (i) he or she acted honestly and in good faith with a view to
                  the best interests of the Corporation; and (ii) in the case of
                  a criminal or administrative proceeding that is enforced by a
                  monetary penalty, he or she had reasonable grounds for
                  believing that his or her conduct was lawful.

         (e)      Observer Status for MG Fund. For so long as MG Fund is a
                  Shareholder, MG Fund shall be entitled to receive notice of
                  all meetings of the Board and shall be invited to attend all
                  such meetings but shall have no voting or other rights
                  thereat. Robert W. Shaw, Jr. (or an alternative representative
                  of MG Fund) shall be entitled to compensation for reasonable
                  travel and out-of-pocket expenses incurred in attending such
                  meetings, upon presentation of receipts therefor.

         (f)      Observer Status for DVI. For so long as DVI is a Shareholder,
                  DVI shall be entitled to receive notice of all meetings of the
                  Board and shall be invited to attend all such meetings but
                  shall have no voting or other rights thereat. The
                  representative of DVI shall be entitled to compensation for
                  reasonable travel and out-of-pocket expenses incurred in
                  attending such meetings, upon presentation of receipts
                  therefor.

5.3      TERM OF OFFICE.

The term of office of a Director shall commence on the date of that individual's
election to the Board and shall terminate at the close of the next following
annual meeting of the Shareholders, or until his or her successor is elected, or
at any time prior thereto if the Shareholder nominating a Director replaces such
Director in accordance with subsection 5.2(b) or otherwise in accordance with
subsection 5.2(a).

5.4      POWERS AND DUTIES OF DIRECTORS.

Subject to the Act and the provisions hereof, the Directors shall manage or
supervise the Corporation's Business except as such authority may be delegated
by the Directors from time to time, and in exercising such authority the
Directors and their delegates shall conduct the Corporation's Business or cause
it to be conducted in all material respects in accordance with the Annual
Business Plan unless the parties hereto shall otherwise agree in writing.
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                                       9

5.5      INSURANCE.

The Corporation shall arrange director's insurance coverage for the Directors of
the Corporation on terms and conditions and in an amount acceptable to CIBC and
WV.

5.6      BOARD MEETINGS.

The Board shall meet at least once every three months. Any Director shall be
entitled to convene a meeting of Directors upon notice given as specified in
Section 5.7.

5.7      EXERCISE OF AUTHORITY.

         (a)      Quorum. Unless otherwise agreed to in writing by all of the
                  Directors, but always subject to section 114(2) of the Act and
                  subsection 5.7(b), a quorum of any meeting of the Board shall
                  consist of 4, one of whom shall be a nominee of CIBC and one
                  of whom shall be a nominee of WV.

         (b)      Proceeding Without Quorum. Notwithstanding the provisions of
                  subsection 5.7(a), if proper original notice of a meeting of
                  the Board, specifying the business to be transacted at the
                  meeting, is given and a quorum of Directors is not present,
                  then a meeting of the Board may thereafter be held on 48 hours
                  written notice of the second meeting to transact the business
                  set forth in the original notice and, subject to the Act, any
                  members of the Board present at that meeting shall constitute
                  a quorum for the transaction of the business set out in the
                  original notice in respect of that meeting and such business
                  may be transacted by a majority vote of those Directors in
                  attendance at the meeting.

         (c)      Notice. Unless all of the Directors are present (except where
                  a Director attends a meeting for the express purpose of
                  objecting to the transaction of any business on the grounds
                  that the meeting is not lawfully called) or those absent waive
                  notice, no meeting of Directors shall be validly convened
                  unless 48 hours' written notice thereof is given in accordance
                  with the provisions of the Bylaws.

         (d)      Content of Notice. No resolution with respect to any matter
                  may be put to any meeting of the Board unless the notice of
                  the meeting contains reasonable detail of the matter or unless
                  all of the Directors either are present and do not object to
                  the matter being put to the meeting or otherwise waive the
                  provisions of this subsection 5.7(d).

         (e)      Voting. Decisions of the Board shall be effective only if
                  approved by a majority of the votes cast at a meeting of the
                  Directors or by written resolution signed by all of the
                  Directors. In the event of a deadlock the chairman shall be
                  entitled to a second or deciding vote.

         (f)      Compensation Committee. The Board shall appoint a Compensation
                  Committee and shall delegate to the Compensation Committee the
                  responsibility for
<PAGE>   14
                                       10

                  reviewing matters relating employee compensation and making
                  recommendations to the Board. The Compensation Committee shall
                  consist of three members, one of whom shall be the nominee of
                  CIBC, one of whom shall be a nominee of WV and one of whom
                  shall be the Independent Director. In order to be effective,
                  all decisions of the Compensation Committee shall be made by a
                  unanimous vote of its members at a meeting or in writing.

         (g)      Audit Committee. The Board shall appoint an Audit Committee
                  and shall delegate to the Audit Committee the responsibility
                  for the review of matters relating to the preparation of the
                  financial statements of the Corporation and making
                  recommendations to the Board. The Audit Committee shall
                  consist of three members, one of whom shall be the nominee of
                  CIBC, one of whom shall be a nominee of WV and one of whom
                  shall be the Independent Director. In order to be effective,
                  all decisions of the Audit Committee shall be made by a
                  unanimous vote of its members at a meeting or in writing.

5.8      SENIOR OFFICERS.

Throughout the currency of this Agreement, members of the Senior Management
Group may be compensated as determined by the Board.

5.9      DIRECTORS COMPENSATION AND FEES.

Directors shall be entitled to such compensation as shall be determined by the
Board from time to time.

5.10     EXTRAORDINARY MATTERS.

Notwithstanding any provision to the contrary in the Articles, the Bylaws or
this Agreement, the following matters shall require the written approval of not
less than three of CIBC, MG Fund, WV and DVI in addition to any requirements
required by law:

         (a)      the taking or institution of any proceedings for the winding
                  up, reorganization or dissolution of the Corporation or any of
                  its Affiliates;

         (b)      the making of an assignment for the benefit of any creditors
                  of the Corporation or of any of its Affiliates;

         (c)      the amalgamation, consolidation, merger of, or the entering
                  into of any agreement to amalgamate, consolidate or merge, the
                  Corporation with any corporation, partnership, joint venture
                  or firm, or the continuance or corporate reorganization of the
                  Corporation of any kind or the purchase of any securities of
                  any Person;

         (d)      the sale, lease, exchange or other disposition of all or
                  substantially all of the assets of the Corporation or of any
                  of its Affiliates or any sale, lease, exchange, or other
                  disposition of any such assets out of the ordinary course of
                  business;
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                                       11

         (e)      the sale, or the intent to market the sale, of any shares held
                  by the Corporation in any of its Subsidiaries;

         (f)      the purchase or redemption by the Corporation of any Shares
                  other than as expressly provided in this Agreement;

         (g)      the declaration, payment or setting aside for payment of any
                  dividend, the distribution of any surplus or earnings, the
                  return of any capital, the repayment or retirement of any
                  indebtedness of the Corporation to any Shareholder, or any
                  other payment or distribution of assets of the Corporation to
                  any Shareholder;

         (h)      the amendment of the Articles or Bylaws (other than as
                  contemplated by Section 3.2 hereof);

         (i)      the guarantee or indemnification by the Corporation of, or the
                  grant of security by the Corporation for, the debts or
                  obligations of any corporation, partnership, joint venture,
                  firm or person;

         (j)      the making of any loans with; the granting of any other
                  financial assistance to or the entering into of any agreements
                  with any Shareholder or Associate of such Shareholder, or the
                  making of any loans otherwise than on commercially reasonable
                  terms to any Person with whom any Shareholder or the
                  Corporation does not deal at Arm's Length;

         (k)      the Annual Business Plan;

         (l)      other than as set forth in Section 5.8, the payment of any
                  advance, salary, bonus, consulting fee, management fee,
                  incentive compensation or bonus or other payment to any
                  Director, former director, officer, Shareholder, employee or
                  Affiliate (excluding the market value of goods sold or
                  services provided in the ordinary course of business) of the
                  Corporation or to any person related by blood, adoption or
                  marriage to any of the foregoing or to any corporation not
                  dealing at Arm's Length with any such person or the creation
                  of any agreement which would obligate the Corporation to make
                  any such payment, except to the extent that such fees, bonuses
                  or other payments constitute normal remuneration payable to
                  bona fide employees of the Corporation and have been
                  specifically approved in connection with the Annual Business
                  Plan;

         (m)      the acquisition or agreement to acquire any capital asset, any
                  lease or agreement to lease of real or personal property or
                  any acquisition or agreement to acquire property which is not
                  contemplated by the duly approved Annual Business Plan or
                  which would exceed the aggregate amount approved by the by the
                  duly approved Annual Business Plan for such matters;

         (n)      any material change in the Corporation's Business or the
                  taking of any action which may lead to or result in such
                  material change;
<PAGE>   16
                                       12

         (o)      the incorporation or acquisition of any corporation that would
                  be an Affiliate of the Corporation;

         (p)      the hypothecation, mortgage, lease, pledge or any act
                  otherwise encumbering the Corporation's assets or any of them
                  except as may be required by bankers in connection with the
                  Corporation's normal banking activities and arranged lines of
                  credit or, in the case of leases, except those leases made in
                  the ordinary course of the Corporation's business (provided
                  that the written approval of CIBC, MG Fund and WV shall only
                  be required relative to the matters referred to in this
                  paragraph (p) if reserving such a right in its favour shall
                  not cause CIBC's, MG Fund's or WV's Shares to cease being an
                  "eligible investment", as such term is defined in the Income
                  Tax Act (Canada) of a registered labour-sponsored venture
                  capital corporation);

         (q)      the borrowing of money upon the credit of the Corporation or
                  incurring of debts in excess of $100,000 in the aggregate
                  during any 12 month period;

         (r)      the issuance or allotment of Shares or the granting of any
                  right, option or privilege to acquire any Shares, other than
                  pursuant to the Share Subscription Agreement or as
                  contemplated in this Agreement;

         (s)      any change in the number of issued and outstanding shares in
                  the capital of the Corporation or any increase or reduction in
                  the capitalization of the Corporation, including, without
                  limitation, by way of any split, conversion or exchange of
                  Shares; and

         (t)      the appointment of any firm of chartered accountants to act as
                  auditor.

5.11     MEETINGS OF SHAREHOLDERS.

(1) The quorum for the transaction of business at any meeting of the
Shareholders shall be 4 persons present in person or by proxy holding at least
60% of the Shares entitled to vote at the meeting, provided Shares owned by at
least one of CIBC, MG Fund or WV are represented at such meeting. No meeting
shall continue with the transaction of business in the absence of a quorum.

(2) Subject to Section 5.10, all questions before the Shareholders shall be
decided by a majority of votes cast at the meeting. The chairman of the meeting
of the Shareholders shall be decided by a majority of votes cast at the meeting.
The chairman of the meeting of the Shareholders will not have a second or
deciding vote.

(3) Notwithstanding the provisions of subsection 5.11(1), if proper notice of a
meeting of the Shareholders is given and a quorum of Shareholders is not
present, then a meeting of the Shareholders may thereafter be held on 48 hours
written notice of the second meeting to transact the business set forth in the
original notice and, subject to the Bylaws and the Act, any Shareholders present
at that meeting shall constitute a quorum for the transaction of the business
<PAGE>   17
                                       13

set out in the original notice in respect of that meeting and such business may
be transacted by a majority of voting Shares of Shareholders in attendance at
the meeting.

5.12     KEY PERSON INSURANCE.

The Corporation covenants with the Shareholders that it will insure and keep
insure the life of each of Rivard, Cargnelli and Taylor under a policy of "KEY
PERSON LIFE INSURANCE" for each in the amount of $500,000 per person with the
Corporation as the sole beneficiary under such policy.

5.13     INDEPENDENT DIRECTOR AND CHAIRMAN.

If at any time, any three of CIBC, MG Fund, WV, DVI, Rivard, Cargnelli or Taylor
determine, acting reasonably, that the Chairman, or any successor, is unwilling
or unable to fulfil his duties and responsibilities as Independent Director and
Chairman and shall refuse to resign as requested, then the Shareholders shall
take all necessary steps to remove him as Independent Director and Chairman.
Upon such removal, the Board shall commence a search for a suitable replacement
acceptable to all Shareholders.

5.14     FUTURE FINANCING.

The parties acknowledge that additional financing for the operations of the
Corporation's Business may be required. The parties agree to act in a
commercially reasonable manner in connection with any consents which may be
required in connection with such future financing. Furthermore, the parties
acknowledge that the new investors will require board seats and that the Board
of Directors will be increased so as to accommodate such persons.

                                   ARTICLE 6
                       FINANCIAL AND ACCOUNTING PRACTICES

6.1      FINANCIAL INFORMATION.

(1) The Corporation shall deliver to all Shareholders within 90 days of the
financial year end of the Corporation one copy of its annual financial
statements, which shall be prepared on a consolidated basis and be audited by
independent auditors of the Corporation, qualified and entitled to carry on in
the Province of Ontario the practice of public accounting and auditing,
including the balance sheet and statements of income, retained earnings and
changes in financial position, together with all supporting schedules. Such
financial statements shall be signed by an authorized officer of the Corporation
and shall be accompanied by a detailed report of the auditors of the Corporation
(which report shall not be qualified). The Corporation shall furnish to all
Shareholders with the annual consolidated financial statements a certificate
signed by the chief financial officer of the Corporation or another senior
officer satisfactory to CIBC, MG Fund, WV and DVI to the effect that such annual
financial statements have been prepared in accordance with generally accepted
accounting principles and present fairly the financial position of the
Corporation and its Subsidiaries at the date thereof and to the effect that
neither the Corporation nor its Subsidiaries is in breach of any of the
covenants or representations and
<PAGE>   18
                                       14

warranties contained herein, or, if such is not the case, detailed particulars
of all breaches of covenants or representations and warranties, together in
either case with reasonably detailed evidence of compliance with all financial
covenants contained herein.

(2) The Corporation shall furnish to CIBC, MG Fund, WV and DVI no later than 60
days prior to the end of each financial year the Annual Business Plan (which
shall be acceptable to CIBC, MG Fund and WV, acting reasonably) for the next
financial year which shall consist of the detailed budget for such financial
year providing information supplementary to and consistent with the Annual
Business Plan and the Five Year Plan. For the purposes of this Agreement,
"Annual Business Plan" means, for any financial year, monthly detailed pro forma
balance sheets, income statements and statements of changes in financial
position for the Corporation prepared in accordance with generally accepted
accounting principles on a consolidated basis and approved by its Board of
Directors together with such explanations, notes and information which in the
reasonable opinion of the Corporation explain and supplement the information so
provided and a capital expenditure plan indicating the nature and amount of
capital expenditures proposed to be incurred in such financial year.

(3) The Corporation shall provide a monthly financial report to CIBC, MG Fund,
WV and DVI within 25 days after the end of each month consisting of the monthly
and year to date financial statements on a consolidated basis in a form
consistent with the Annual Business Plan and the Five Year Plan and as normally
prepared by management for its own use which, shall contain a comparison of
budget to actual and, from and after one year from the date hereof, to the prior
year for the same period.

(4) The Corporation shall provide to CIBC, MG Fund, WV and DVI within 10 days of
the end of each financial quarter, a certificate signed by the duly appointed
president, vice-president or chief executive officer of the Corporation in the
form of Schedule "C".

(5) The Corporation shall provide to each of CIBC, MG Fund, WV and DVI, their
representatives and agents, any other information concerning its financial
position and business operations which CIBC, MG Fund, WV or DVI, their
representatives and agents, may from time to time request.

(6) The Corporation shall provide information on the business, employees and
assets of the Corporation and the Subsidiaries necessary to determine that the
securities of the Corporation constitute "ELIGIBLE INVESTMENTS" for purposes of
section 204.8 of the Income Tax Act (Canada) and, if applicable, Part III of the
Community Small Business Investment Funds Act (Ontario), as amended.

6.2      MAINTAIN BOOKS.

The Corporation shall maintain accurate and complete books and records of all
transactions, receipts, expenses, assets and liabilities of the Corporation in
accordance with generally accepted accounting principles, consistently applied
as approved and adopted by the Board.
<PAGE>   19
                                       15

6.3      REVIEW OF BOOKS.

The Shareholders agree that each of CIBC, MG Fund and WV shall, at their expense
unless otherwise agreed by the parties hereto, be entitled to appoint a
representative, agent or designee to review, on reasonable notice, all books,
documents and records of the Corporation and shall be entitled to make copies
thereof for their own purposes. Each of CIBC, MG Fund and WV and their
representatives, agents and designees shall have the right to discuss at any
time with management personnel of the Corporation, such matters pertaining to
the financial position, operations, investments and financings as may be of
interest to CIBC, MG Fund or WV or such representative, agent or designee from
time to time.

6.4      FISCAL YEAR.

The fiscal year of the Corporation shall end on the 31st day of December in each
year, or such other date as is agreed to by the Board.

                                   ARTICLE 7
                       ARTICLE SALE AND ISSUANCE OF SHARES

7.1      SALE AND ISSUE RESTRICTIONS.

         (a)      Except as otherwise set forth in this Agreement, none of the
                  Shareholders may sell, grant an option to sell, encumber,
                  pledge or create a security interest in or otherwise deal with
                  any of its Shares in the Corporation provided however that
                  Shares may be pledged to the banker of the Corporation from
                  time to time as security for indebtedness of the Corporation
                  owed to such banker.

         (b)      No proposed dealing with any Shares (including the issuance
                  thereof) in violation of this Agreement shall be valid, and
                  the Corporation shall not record or transfer any of the Shares
                  dealt with in violation of this Agreement in the records of
                  the Corporation nor shall any voting rights attached to such
                  Shares be exercised, nor shall any dividends be paid on such
                  Shares during the period of such violation. Such
                  disqualification shall be in addition to and not in lieu of
                  any other remedies to enforce the provisions of this
                  Agreement.

         (c)      Notwithstanding anything else herein contained other than
                  Sections 7.6, 7.7 and 7.9 prior to the redemption in full of
                  the Shares held by CIBC, MG Fund, WV and DVI at the redemption
                  price contained in the Articles, no Shares may be transferred
                  without the prior written consent of not less than three of
                  CIBC, MG Fund, WV and DVI which may be arbitrarily withheld.

         (d)      Notwithstanding anything else herein contained, every transfer
                  of all or a portion of the Shares held by a Shareholder, and
                  any issue of Shares by the Corporation, in addition to the
                  requirements of the Articles, shall be subject to the
                  condition that the proposed transferee, or holder, if not
                  already bound by this Agreement, shall first enter into an
                  agreement with the other parties hereto to be bound
<PAGE>   20
                                       16

                  hereby. For greater certainty, but without limiting the
                  foregoing, each of the Shareholders shall be bound by the
                  provisions of this Agreement in respect of any Shares which
                  may be acquired by such Shareholder after the date hereof in
                  accordance with the provisions of this Agreement.

         (e)      Notwithstanding anything else herein contained, on any sale of
                  Shares by CIBC, MG Fund, WV or DVI pursuant to Section 7.7,
                  CIBC, MG Fund, WV or DVI shall be required to represent and
                  warrant only that (i) its Shares are owned by it with a good
                  and marketable title thereto, free and clear of any liens,
                  charges, mortgages and encumbrances, (ii) it has the power to
                  convey the Shares, and, in the case of CIBC and WV only, that
                  (iii) it is not a non-resident of Canada within the meaning of
                  the Income Tax Act (Canada). MG Fund and DVI shall deliver on
                  closing a certificate issued pursuant to section 116 of the
                  Income Tax Act (Canada) showing a "certificate limit" of at
                  least the purchase price payable to it.

         (f)      on the winding-up of MG Fund, it shall be entitled to transfer
                  its shares to one or more Affiliates subject to compliance
                  with Section 7.1(d).

         (g)      Notwithstanding anything else herein contained, CIBC shall be
                  entitled to transfer all or part of its Shares to: (i) an
                  Affiliate; and (ii) a fund created by CIBC in order to enable
                  CIBC's employees to co-invest with CIBC.

7.2      OFFER.

If at any time a Shareholder or group of Shareholders, acting in concert
(hereinafter collectively referred to as the "Selling Shareholder"), desires to
sell to a third party with whom the Selling Shareholder is dealing at Arm's
Length all but not less than all of the Shares of the Selling Shareholder, the
Selling Shareholder shall obtain from the third party a bona fide offer in
writing which offer shall be irrevocable for a period of 60 days (hereinafter in
this Section 7.2 and Sections 7.3, 7.4 and 7.5 referred to as the "Offer") which
it is ready and willing to accept, to purchase all of the Shares for the amount
thereof set forth in the Offer by cash or certified cheque and shall give notice
in writing to the other Shareholders of the receipt of the Offer within 10 days
thereof together with a copy thereof. The Offer may but need not also provide
for the purchase of indebtedness owed by the Corporation to the Selling
Shareholder.

7.3      TAG-ALONG AND PURCHASE RIGHTS.

If CIBC, MG Fund, WV or DVI is not a Selling Shareholder, under Section 7.2,
CIBC, MG Fund, WV and DVI shall each have the right to elect (hereinafter
referred to as the "Electing Shareholder"), by notice in writing to the Selling
Shareholder, within 30 days from the date of receipt of a copy of the Offer, to:

         (a)      as a condition precedent to any sale of the Shares by the
                  Selling Shareholder, require the third party to amend the
                  Offer to provide for the purchase of that number of Shares
                  which are the subject matter of the Offer such that each of
                  the Selling Shareholder and the Electing Shareholder shall
                  sell from their respective
<PAGE>   21
                                       17

                  holdings of Shares a fraction of the number of Shares which
                  are the subject matter of the Offer, which fractions shall
                  have as their numerators, in the case of Selling Shareholder,
                  the number of Shares held by the Selling Shareholder, and in
                  the case of the Electing Shareholder, the number of Shares
                  held by the Electing Shareholder, and the denominator of both
                  such fractions shall be the sum of the number of Shares held
                  by the Selling Shareholder and the Electing Shareholder, for
                  the same price per Share, and at the same time and on the same
                  terms and conditions as contained in the Offer, in which case
                  the Electing Shareholder shall become a "SELLING SHAREHOLDER"
                  for purposes of this Article 7; or

         (b)      if the Selling Shareholder is any of Rivard, Cargnelli or
                  Taylor, as a condition precedent to any sale of the Shares by
                  the Selling Shareholder, require the third party to amend the
                  Offer to provide for the purchase of all of the Shares (or
                  such lesser number as is the subject matter of the Offer) held
                  by the Electing Shareholder, for the same price per Share, and
                  at the same time and on the same terms and conditions as
                  contained in the Offer, in which case the Electing Shareholder
                  shall become a "Selling Shareholder" for purposes of this
                  Article 7.

7.4      RIGHT OF FIRST REFUSAL.

Except in the case where Section 7.6 shall apply, the other Shareholders shall
have the irrevocable right, exercisable by written notice given to the Selling
Shareholder within 30 days after the giving of the notice by the Selling
Shareholder, to purchase all but not less than all of the Shares of the Selling
Shareholder or, if CIBC, MG Fund, WV or DVI has exercised its option set forth
in Section 7.3, the number of Shares of the initial Selling Shareholder and of
CIBC, MG Fund, WV and DVI which are the subject matter of the Offer (in either
case, the "Selling Shareholders Shares"), and, if provided for in the Offer,
indebtedness owed by the Corporation to the Selling Shareholder on the terms and
conditions and for the amount set forth in the Offer by cash or certified cheque
pro rata in proportion to their respective holdings of Shares (or in such other
proportions as they may agree among themselves). In the event that one or more
of the Shareholders elects to purchase his or its pro rata proportion of the
Selling Shareholders Shares and, if applicable, indebtedness owed to the Selling
Shareholder and one or more of the Shareholders declines to elect to so
purchase, the Shareholder(s) electing to so purchase shall have the further
right and option, exercisable by notice in writing within 5 days of being
notified by the Selling Shareholder that one or more of the Shareholders has
declined to so purchase, to purchase the remaining Selling Shareholders Shares
and, if applicable, indebtedness owed to the Selling Shareholder on the same
terms and conditions and for the amount set forth in the Offer by cash or
certified cheque pro rata in proportion to their respective holdings of Shares
of such Shareholders (or in such other proportions as they may agree among
themselves). The foregoing procedure shall be repeated as often as is necessary
until either one or more of the Shareholders have elected to acquire all of the
Selling Shareholders Shares and, if applicable, the indebtedness owed to the
Selling Shareholder or until there remain Shares which no Shareholder has
elected to purchase. Where one or more of the Shareholders have elected to
purchase all of the Selling Shareholders Shares, the Offer of the Shareholders
so electing for the Shares and, if applicable, the indebtedness owe to the
Selling Shareholder shall be completed in accordance with its terms.
<PAGE>   22
                                       18

If there shall remain Shares which no Shareholder has elected to purchase,
notwithstanding that one or more Shareholders has elected to purchase Selling
Shareholders Shares pursuant to this Section 7.4, the right of any Shareholders
to acquire the Selling Shareholders Shares and, if applicable, the indebtedness
owed to the Selling Shareholder shall be null and void and the provisions of
Section 7.5 shall apply.

7.5      SALE OF SHARES - RIGHT OF FIRST REFUSAL NOT EXERCISED.

If following compliance with Section 7.4 there shall remain Shares which no
Shareholder has elected to purchase, the Selling Shareholder shall accept the
Offer and complete the transaction with the said third party in accordance with
the terms and conditions of such third party's Offer and the parties hereby
agree to take all steps and proceedings required to have such third party
entered on the books of the Corporation as a shareholder and, if applicable, as
a debtholder of the Corporation, provided that if the sale of such Shares to the
third party is not completed, the provisions of Article 7 shall again apply to
any proposed sale of Shares. The Selling Shareholder is hereby irrevocably
appointed the agent and attorney of the Shareholders and each of them for the
purposes of effecting registration of the third party as a Shareholder of the
Corporation. The Board of Directors or the Shareholders (including the Selling
Shareholder), as the case may be, before consenting to the transfer of the
purchased Shares to the third party, shall require proof that the sale took
place in accordance with the third party's Offer and the Board of Directors
shall refuse the recording of the transfer of the purchased Shares which may
have been sold otherwise than in accordance with the provisions of such Offer
and of this Agreement.

7.6      DRAG-ALONG RIGHTS.

If any of the Shareholders receive a Take-Over Bid, as hereinafter defined,
which such Shareholder(s) wish to accept, such recipient Shareholder(s) shall
forthwith provide a copy of the Take-Over Bid to the other Shareholders together
with a notice that he, she or it wishes to invoke the provisions of this Section
7.6 in which case if Shareholders holding not less than 77% of the total number
of issued and outstanding Shares, and including at least one of CIBC, MG Fund,
or WV, wish to accept such Take-Over Bid, such Shareholders shall have the right
to require the other Shareholders, on 10 days notice in writing to such other
Shareholders, to sell all of the Shares held by them to the third party pursuant
to the terms of the Take-Over Bid for the amount set forth in the Take-Over Bid.
The Corporation is hereby irrevocably appointed the agent and attorney of all
the Shareholders and each of them for the purposes of effecting registration of
the third party as a Shareholder and, if applicable, debtholder of the
Corporation in completing the sale of the Shares of such other Shareholders to
the third party in accordance with this Section 7.6. For purposes hereof,
"Take-Over Bid" shall mean an offer for all of the Shares made by a third party
dealing at Arm's Length with all of the Shareholders and the Corporation which
complies with the following:

         (a)      the Take-Over Bid must provide for a purchase of the Preferred
                  Shares at a price in cash and which is the greater of the
                  Minimum Purchase Price as defined in the Articles and the
                  price which should be payable if all of the Preferred Shares
                  were converted to Common Shares in accordance with the
                  Articles;
<PAGE>   23
                                       19

         (b)      the Take-Over Bid shall not provide for the provision of
                  management, consulting or other fees, the payment for any
                  non-competition covenant, or the payment of salary which any
                  two of CIBC, MG Fund, WV and DVI in their sole discretion
                  determine to be reasonably attributable to the purchase price
                  as opposed to fair consideration for future services to be
                  rendered by the Shareholders or any of their Affiliates,
                  including the purchaser, or any other Person with whom the
                  Shareholder does not deal at Arm's Length. In addition, no
                  other consideration may be paid by the offeror or its
                  Affiliates otherwise than as set forth in the offer;

         (c)      the liability of each Shareholder under the purchase agreement
                  including, without limitation, liability for a breach of
                  representation or warranty or for a claim under an indemnity
                  shall be several and not joint and several and shall not,
                  under any circumstances, exceed the lesser of their pro rata
                  proportion of any claim and the purchase price payable to each
                  Shareholder as the case may be; and

         (d)      the Take-Over Bid shall contain no provision which would
                  prevent or restrict CIBC's, MG Fund's or WV's ability to make
                  investments in any business.

7.7      PUT OPTION.

Each of CIBC, MG Fund, WV and DVI shall have the right (the "Put Option") at any
time after five years from the date hereof to require the Corporation to
purchase from CIBC, MG Fund, WV or DVI, as the case may be, all, but not less
than all, of CIBC's, MG Fund's, WV's or DVI's Shares (hereinafter in Sections
7.7, 7.8 and 7.9 referred to as the "Putting Shareholder"). Any purchase of the
Putting Shareholder's Shares in accordance with this Section by the Corporation,
or, if the Shareholders elect in accordance with subsection 7.7(c), by the
Shareholders (such Shareholders or the Corporation, as the case may be, being
hereinafter referred to in this Section as the "Purchaser(s)"), shall be subject
to the following terms and conditions, notwithstanding the provisions of Section
7.2.

         (a)      the Put Option shall be exercised by the Putting Shareholder
                  giving to the Corporation and each of the other Shareholders
                  notice in writing (in this Article called the "Put Notice") of
                  the Putting Shareholder's intention to exercise the Put
                  Option;

         (b)      the Put Notice shall also set forth the Putting Shareholder's
                  best estimate, stated in dollars, of the Fair Market Value of
                  its Shares, which, subject to Section 7.8, shall be the
                  purchase price payable by the Purchaser(s);

         (c)      the Shareholders other than the Putting Shareholder shall have
                  the option, exercisable in writing to purchase the Putting
                  Shareholder's Shares, in place of or in addition to the
                  Corporation, in such proportions as may be specified in a
                  notice given by the Shareholders other than the Putting
                  Shareholder to the Putting Shareholder and to the Corporation
                  within 30 days of receipt of the Put Notice. If the
                  Shareholders other than the Putting Shareholder so elect, such
                  of them who
<PAGE>   24
                                       20

                  have elected to be Purchasers, shall be obligated to purchase
                  the Putting Shareholder's Shares, but the Corporation shall
                  not thereby be relieved of its obligation to purchase Putting
                  Shareholder's Shares if the Shareholders who are the
                  Purchasers fail to complete the transaction in accordance with
                  this Section;

         (d)      the purchase price shall be payable in full in cash or by
                  certified cheque or bank draft at the time of completion of
                  the transaction;

         (e)      upon the completion of the transaction, the Putting
                  Shareholder shall cause its nominee(s) to resign from all
                  offices and positions with the Corporation and release the
                  Corporation from any claims other than for contribution and
                  indemnity;

         (f)      the completion of the transaction shall take place at the
                  offices of the Putting Shareholder, before or on the date
                  being 120 days after the date on which the Putting Shareholder
                  delivered the Put Notice, or if a Dispute Notice is duly given
                  under Section 7.8, before or on the date being 45 days after
                  determination of the purchase price in accordance with Section
                  7.8;

         (g)      the Purchaser(s) shall use its best efforts to cause the
                  Putting Shareholder to be fully released from all obligations
                  under any guarantees or indemnities which may have been given
                  by the Putting Shareholder for or in respect of any debts,
                  liabilities or obligations of the Corporation, provided that
                  if the Purchaser(s) are unable to obtain any such release then
                  the Purchaser(s) shall indemnify the Putting Shareholder
                  against any loss it may suffer or incur as a result of having
                  given any said guarantee or indemnity; and

         (h)      in the event that the Putting Shareholder exercises the Put
                  Option and all of the Putting Shareholder's Shares are not
                  acquired by either the Corporation or the Shareholders in
                  accordance with this Section 7.7, without prejudice to any
                  other rights which the Putting Shareholder may have, the
                  provisions of Section 7.9 shall apply.

All of the Shareholders hereby agree that in the event that any of CIBC, MG
Fund, WV or DVI exercise the Put Option under this Section 7.7, the rights of
all Shareholders under the redemption provisions contained in section 6 of the
Series A and Series B Preferred Share provisions of the Company included in
Schedule A to the Articles of the Company as amended January 21, 2000 shall be
suspended until such time as all of the Company's obligations in connection with
the Put Option so exercised shall have been discharged.

7.8      PRICE RESOLUTION.

In the event that any of the Purchaser(s) disagree with the Fair Market Value
contained in the Put Notice given by the Putting Shareholder under Section 7.7,
such Purchaser(s) shall have 15 days from the date the Put Notice is received
within which to give written notice of such disagreement (in this Article called
the "Dispute Notice") to the Putting Shareholder and any other
<PAGE>   25
                                       21

Purchaser(s). If no Dispute Notice is given by any of the Purchaser(s) within
the prescribed time, each of the Purchaser(s) shall be deemed to have accepted
the estimate of the Fair Market Value of its Shares set out in the Put Notice.
If the Putting Shareholder receives a Dispute Notice within the prescribed time,
the purchase price of its Shares shall be determined as follows: the Putting
Shareholder and the Purchaser(s) shall instruct the two Experts to make a
determination as to the Fair Market Value of its Shares as at the date of the
Put Notice. The purchase price, which shall be final and binding upon the
parties, shall be the simple average of the Fair Market Value arrived at by each
Expert. All costs and expenses relating to the valuation of the Shares by the
Experts shall be borne by the Corporation.

7.9      SUBSTITUTE PURCHASER.

If CIBC, MG Fund, WV or DVI has exercised the Put Option and the transaction
contemplated by the Put Option has not been completed in accordance with the
terms thereof, (i) the Shareholders other than CIBC, MG Fund, WV and DVI, shall
lose their right to nominate and have elected 3 Directors, (ii) their nominated
Directors shall immediately resign, (iii) CIBC, MG Fund, WV and DVI shall have
the further right to nominate and have elected an additional 3 Directors,
exercisable immediately, (iv) CIBC, MG Fund, WV and DVI shall not be bound by
the provisions of Section 7.2 and may at the particular time proceed to sell its
Shares, and (v) CIBC, MG Fund, WV and DVI may require the sale of the Shares of
the other Shareholders as follows:

         (a)      CIBC, MG Fund, WV and DVI shall, at the Corporation's expense,
                  retain an investment adviser and instruct such investment
                  adviser to solicit offers for all of the shares or assets of
                  the Corporation.

         (b)      All of the Shareholders shall (a) accept the first offer
                  recommended for acceptance by the investment adviser and
                  approved by not less than three of CIBC, MG Fund, WV and DVI
                  within such period; (b) execute and deliver the purchase and
                  sale agreement, in the form recommended by the investment
                  adviser and approved of by not less than three of CIBC, MG
                  Fund, WV and DVI, to such purchaser who makes such offer; and
                  (c) execute and deliver all other documents necessary to
                  transfer the shares or assets of the Corporation, as the case
                  may be, to such purchaser.

         (c)      The Corporation is hereby irrevocably appointed the agent and
                  attorney of all of the Shareholders and each of them for the
                  purposes of accepting such offer, executing and delivering the
                  sale agreement and executing and delivering all other
                  documents necessary to transfer the shares or assets of the
                  Corporation and effect registration of the purchaser as a
                  shareholder of the Corporation, if applicable, on the
                  condition that the Shareholder's portion of the purchase price
                  is deposited in an account in such Shareholder's name with the
                  Corporation's banker.
<PAGE>   26
                                       22

7.10     RIGHTS OF PURCHASER.

Any purchaser of Shares from any Shareholder in accordance with the provisions
of this Agreement shall be entitled to all of the benefits accruing to such
Shareholder hereunder and shall be subject to the obligations of such
Shareholder hereunder.

                                   ARTICLE 8
                                 NON-COMPETITION

8.1      NON-COMPETITION.

For the period ending on the third anniversary of the date that any member of
the Senior Management Group ceases directly or indirectly to be a Shareholder,
such member of the Senior Management Group, shall not, on his own behalf or on
behalf of or in connection with any Person, directly or indirectly, in any
capacity whatsoever including as an employer, employee, mandatary, principal,
agent, joint venturer, partner, shareholder or other equity holder, independent
contractor, licensor, licensee, franchiser, franchisee, distributor, consultant,
supplier, trustee or by and through any corporation, company, cooperative,
partnership, trust, entity with juridical personality, unincorporated
association or otherwise carry on, be engaged in, have any financial or other
interest in or be otherwise commercially involved in any endeavour, activity or
business in all or part of the Territory which is substantially the same as or
in competition with the Corporation's Business.

8.2      NON-SOLICITATION OF CUSTOMERS.

For the period ending on the third anniversary of the date that any member of
the Senior Management Group ceases directly or indirectly to be a Shareholder,
such member of the Senior Management Group, shall not, on his own behalf or on
behalf of or in connection with any other Person, directly or indirectly, in any
capacity whatsoever including as an employer, employee, mandatary, principal,
agent, joint venturer, partner, shareholder or other equity holder, independent
contractor, licensor, licensee, franchiser, franchisee, distributor, consultant,
supplier, cooperative, partnership, trust, entity with juridical personality,
unincorporated association or otherwise in connection with the Corporation's
Business:

         (a)      canvass or solicit the custom of (or procure or assist the
                  canvassing or soliciting of the custom of) any customer;

         (b)      accept (or procure or assist the acceptance of) any business
                  from any customer;

         (c)      canvass or solicit the custom of (or procure or assist the
                  canvassing or soliciting of the custom of) any Prospective
                  Customer;

         (d)      accept (or procure or assist the acceptance of) any business
                  from any Prospective Customer;
<PAGE>   27
                                       23

         (e)      supply (or procure or assist the supply of) any goods or
                  services to any customer; or

         (f)      supply (or procure or assist the supply of) any goods or
                  services to any Prospective Customer.

8.3      NON-SOLICITATION OF EMPLOYEES.

For the period ending on the third anniversary of the date that any member of
the Senior Management Group ceases directly or indirectly to be a Shareholder,
such member of the Senior Management Group, shall not, on his own behalf or on
behalf of or in connection with any other Person, directly or indirectly, in any
capacity whatsoever including as an employer, employee, mandatary, principal,
agent, joint venturer, partner, shareholder or other equity holder, independent
contractor, licensor, licensee, franchiser, franchisee, distributor, consultant,
supplier, trustee, or by and through any corporation, company, cooperative,
partnership, trust, entity with juridical personality, unincorporated
association or otherwise:

         (a)      employ, offer employment to or solicit the employment or
                  engagement of or otherwise entice away from the employment of
                  the Corporation any individual who is employed by the
                  Corporation at the time that such person ceases to be a
                  Shareholder whether or not such individual would commit any
                  breach of his contract or terms of employment by leaving the
                  employ of the Corporation, or

         (b)      procure or assist any Person to employ, offer employment or
                  solicit the employment or engagement of or otherwise entice
                  away from the employment of the Corporation any individual who
                  is employed by the Corporation at the time that such person
                  ceases to be a Shareholder whether or not such individual
                  would commit any breach of his contract or terms of employment
                  by leaving the employ of the Corporation.

8.4      NON-INTERFERENCE.

Such Shareholder ceasing directly or indirectly to be a Shareholder shall not on
his own behalf or on behalf of or in connection with any other Person, directly
or indirectly, in any capacity whatsoever including as an employer, employee,
mandatary, principal, agent, joint venturer, partner, shareholder or other
equity holder, independent contractor, licensor, licensee, franchiser,
franchisee, distributor, consultant, supplier, trustee, or by and through any
corporation, company, cooperative, partnership, trust, entity with judicial
personality, unincorporated association or otherwise, interfere or attempt to
interfere with the Corporation's Business or persuade or attempt to persuade any
customer, Prospective Customer, employee or supplier of the Corporation to
discontinue or alter such Person's relationship with the Corporation.

8.5      PORTFOLIO EXCEPTION.

Such Person ceasing to be a Shareholder shall not be in default under this
Agreement by virtue of his holding as a passive investor not more than five
percent (5%) of the issued and outstanding
<PAGE>   28
                                       24

shares of a corporation, the shares of which are listed on a recognized stock
exchange within the Territory and with which such Person has no other connection
whatsoever.

                                   ARTICLE 9
                         REPRESENTATIONS AND WARRANTIES

9.1      GENERAL.

Each Shareholder hereby represents and warrants to each other Shareholder and to
the Corporation that such Shareholder:

         (a)      is neither a party to nor bound by any agreement regarding the
                  ownership of its Shares, other than this Agreement or an
                  agreement to effect a transfer of Shares in accordance with
                  the terms of this Agreement;

         (b)      is not a party to, bound by or subject to any indenture,
                  mortgage, lease, agreement, instrument, charter or bylaw
                  provision, statute, regulation, order, judgment, decree or law
                  which would be violated, contravened or breached by, or under
                  which any default would occur as a result of the execution and
                  delivery by such Shareholder of this Agreement or the
                  performance by such Shareholder of any of the terms hereof;
                  and

         (c)      owns its Shares beneficially and as of record with good and
                  marketable title thereto free and clear of all legal rights
                  and encumbrances.

9.2      THE CORPORATION.

The Corporation hereby represents and warrants to each Shareholder that, as at
the date of this Agreement:

         (a)      the Corporation is a taxable Canadian corporation within the
                  meaning of the Income Tax Act (Canada);

         (b)      the Corporation carries on no business other than the
                  Corporation's Business;

         (c)      not less than 90% of the fair market value of the property of
                  the Corporation is attributable to property used in the
                  Corporation's Business or to shares in the capital stock of or
                  debt obligations of one or more Subsidiaries;

         (d)      the Corporation and all corporations related to it (determined
                  in accordance with the Income Tax Act (Canada)) have 500 or
                  fewer employees;

         (e)      the carrying value of the total assets (determined in
                  accordance with generally accepted accounting principles on a
                  consolidated or combined basis, where applicable) of the
                  Corporation and all corporations related to it (determined in
                  accordance with the Income Tax Act (Canada)), together with
                  the amount of the
<PAGE>   29
                                       25

                  investment made on the date hereof by CIBC, MG Fund and WV,
                  does not exceed $50,000,000;

         (f)      the Corporation has been in active business (as defined in the
                  Income Tax Act (Canada)) for not less than two years or, if
                  the Corporation has been carrying on business for less than
                  two years, throughout such shorter period of time;

         (g)      at least 50% of the Corporation's full-time employees are
                  employed in Ontario;

         (h)      at least 50% of the wages and salaries paid by the Corporation
                  are paid to employees whose ordinary place of employment is a
                  permanent establishment of the Corporation located in Ontario;
                  and

         (i)      the recitals to this Agreement are true and correct.

                                   ARTICLE 10
                               ADDITIONAL CAPITAL

10.1     RELATED PARTY LOANS.

All loans from any Related Party shall be made on commercially reasonable terms
and conditions.

         (a)      Such loans are hereby expressly subordinated, to the extent
                  and in the manner provided in this Section 10.1, without any
                  further action or documentation whatsoever being necessary to
                  give effect to such subordination, in right of payment to the
                  prior payment in full of all other obligations of the
                  Corporation for borrowed money, all charges and security
                  interests created thereby and all indebtedness, liabilities
                  and obligations secured thereby (collectively, the "Other
                  Indebtedness").

         (b)      In the event of any insolvency or bankruptcy proceedings, or
                  any receivership, liquidation, reorganization or other similar
                  proceedings relative to the Corporation or to its property or
                  assets, or in the event of any proceedings for voluntary
                  liquidation, dissolution or other winding-up of the
                  Corporation, whether or not involving insolvency or
                  bankruptcy, or any marshalling of the assets and liabilities
                  of the Corporation (collectively referred to as a
                  "Proceeding"), the holders of Other Indebtedness shall be
                  entitled to receive payment in full of all the Other
                  Indebtedness before any lending Related Party shall be
                  entitled to receive any payment or distribution of any kind or
                  character, whether in cash, property or securities which may
                  be payable or deliverable in any such event in respect of his,
                  her or its Related Party loan.

         (c)      Upon any payment or distribution of assets of the Corporation
                  referred to in this Section 10.1, any lending Related Party
                  shall be entitled to call for and rely upon a certificate,
                  addressed to such lending Related Party, of the person making
                  any
<PAGE>   30
                                       26

                  such payment or distribution for the purpose of ascertaining
                  the persons entitled to participate in such distribution, the
                  holders of Other Indebtedness and other indebtedness of the
                  Corporation, the amount thereof or payable thereon, the amount
                  or amounts paid or distributed thereon and all other facts
                  pertinent thereto or to this Section 10.1.

         (d)      Subject to the payment in full of all Other Indebtedness, any
                  lending Related Party shall be subrogated to the rights of the
                  holders of Other Indebtedness to receive payments and
                  distribution of assets of the Corporation in respect of and on
                  account of Other Indebtedness, to the extent of the
                  application thereto of moneys or other assets which would have
                  been received by such lending Related Party but for the
                  provisions of Section 10.1, until the principal of and
                  interest on the Other Indebtedness shall be paid in full. No
                  payment or distribution of assets of the Corporation to the
                  lending Related Party which would be payable or distributable
                  to the holder of Other Indebtedness pursuant to this Section
                  10.1 shall (to the extent paid over to or held for the account
                  of holders of Other Indebtedness), as between the Corporation,
                  its creditors (other than the holders of Other Indebtedness)
                  and such lending Related Party, be deemed to be a payment by
                  the Corporation to or on account of such lending Related
                  Party, it being understood that the provisions of this Section
                  10.1 are, and are intended, solely for the purpose of defining
                  the relative rights of the lending Related Party, on the one
                  hand, and the holders of the Other Indebtedness on the other
                  hand. Nothing contained in this Section 10.1 is intended to or
                  shall impair, as between the Corporation and its creditors
                  (other than the holders of Other Indebtedness and the lending
                  Related Party), the obligation of the Corporation, which is
                  unconditional and absolute, to pay to the lending Related
                  Party the principal of and interest on his, her or its Related
                  Party loan and any other amounts payable under his, her or its
                  Related Party loan as and when the same shall become due and
                  payable in accordance with the terms hereof, or to affect the
                  relative rights of the lending Related Party and creditors of
                  the Corporation, other than the holders of the Other
                  Indebtedness, nor shall anything herein or therein prevent the
                  lending Related Party from exercising all remedies otherwise
                  permitted by applicable law upon default under his, her or its
                  Related Party loan subject to the right(s), if any under this
                  Section 10.1, of the holders of Other Indebtedness upon the
                  exercise of any such remedy.

         (e)      In the event that, notwithstanding the foregoing provisions of
                  this Section 10.1, the lending Related Party shall have
                  received any payment after a Proceeding has commenced before
                  all Other Indebtedness has been paid in full, the lending
                  Related Party shall hold such payment in trust for the benefit
                  of the holders of Other Indebtedness and shall forthwith upon
                  the completion of the Proceeding pay such payment over to such
                  holders of Other Indebtedness for application against unpaid
                  Other Indebtedness.
<PAGE>   31
                                       27

         (f)      For greater certainty, this Section 10.1 shall not be
                  construed so as to prevent the lending Related Party from
                  receiving and retaining any payments on account of his, her or
                  its Related Party loan which are made (A) in a manner that is
                  consistent with the terms of his, her or its Related Party
                  loan and (B) at any time when no event of default, as defined
                  in any Other Indebtedness or the instrument creating the same,
                  has occurred and is continuing and in respect of which notice
                  has been given by or on behalf of the holders of Other
                  Indebtedness to the Corporation and the Related Party. Until
                  written notice shall be given to the Related Party by or on
                  behalf of any holder of any Other Indebtedness of the
                  occurrence of any default with respect to such Other
                  Indebtedness or the existence of any other facts which would
                  have the result that any payment with respect of any Related
                  Party loan would be in contravention of the provisions of this
                  Section 10.1, the lending Related Party shall be entitled to
                  assume that no such default has occurred, or that no such
                  facts exist.

         (g)      The holders of Other Indebtedness shall be entitled to rely
                  and shall be third party beneficiaries of the provisions of
                  this Section 10.1.

         (h)      The provisions of this Section 10.1 shall have no application
                  to loans made by WV to the Corporation.

10.2     FUTURE DEBT FINANCINGS.

If the Corporation requires additional capital by way of debt, it shall first
advise CIBC, MG Fund, WV and DVI of its requirements in writing. Upon receiving
such notice, CIBC, MG Fund, WV and DVI shall have 30 days within which to notify
the Corporation if they wish to provide the required financing on such terms and
conditions as may be negotiated between such parties. During that time, the
Corporation shall provide to CIBC, MG Fund, WV and DVI, at their request, all
such information as CIBC, MG Fund, WV and DVI may reasonably require to make its
determination. In the event that the parties are unable to agree upon the terms
of the financing within such 45 day period, the Corporation shall deliver,
within 5 days following the expiry of such 45 day period, a term sheet outlining
the terms and conditions upon which it would be prepared to proceed with the
financing. CIBC, MG Fund, WV and DVI shall have a further period of 10 days
within which to accept or reject the terms of financing. In the event that CIBC,
MG Fund, WV and DVI all reject the terms of financing or fail to give notice
within the prescribed time period as aforesaid, the Corporation shall be free to
pursue obtaining its debt financing with other Persons on terms no less
favourable to the Corporation or more favourable to such Persons than those set
forth in the term sheet provided to CIBC, MG Fund, WV and DVI. In the event that
any of CIBC, MG Fund, WV or DVI rejects the terms of financing or fails to give
notice within the prescribed time period, the remaining of CIBC, MG Fund, WV or
DVI, as the case may be, may alone or in connection with other Persons provide
the required financing to the Corporation.
<PAGE>   32
                                       28

10.3     FUTURE EQUITY FINANCINGS.

If the Corporation requires additional capital by way of equity, the Corporation
shall provide written notice to the Shareholders specifying the terms and
conditions of the proposed equity issue including the amount of financing to be
raised, the type of security to be issued, the price per security to be issued
and the target completion date. Each Shareholder shall have the irrevocable
right, exercisable by written notice given to the Corporation within 30 days
after the giving of above notice by the Corporation, to participate in the
equity financing on a pro rata basis based on the number of Shares held by such
Shareholder on the terms and conditions set forth by the Corporation. In the
event that one or more Shareholders elects to subscribe for his or its pro rata
proportion of the proposed equity issue and one or more Shareholders declines to
so subscribe, the Shareholder(s) electing to so subscribe shall have the further
right and option, exercisable by notice in writing within 5 days of being
notified by the Corporation that one or more Shareholders has declined to so
subscribe, to subscribe for the remaining equity on the same terms and
conditions as set forth by the Corporation in proportion to their respective
holdings of Shares (or in such other proportions as they may agree among
themselves). The foregoing procedure shall be repeated as often as is necessary
until the equity issue is fully subscribed or until there remains equity which
no Shareholder has elected to subscribe for. If there remains equity which no
Shareholder has elected to subscribe for, the Corporation may elect to proceed
with the equity financing in an amount equal to the amount subscribed for under
this Section 10.3 or decline to proceed and to pursue its equity capital
requirements through other sources on terms and conditions no more favourable
than the terms and conditions specified to the Shareholders. Nothing contained
in this Section 10.3 shall affect the condition that any proposed equity
financing is subject to the written approval of not less than three of CIBC, MG
Fund, WV and DVI in accordance with Section 5.10 of this Agreement.

10.4     EXCEPTIONS TO PRE-EMPTIVE RIGHTS.

Notwithstanding Section 10.3 hereof, no Shareholder shall have any rights
thereunder in respect of:

         (a)      the issue of any options or shares of the Corporation pursuant
                  to a stock option plan for employees and other persons
                  approved by the Board of Directors and consented to in
                  accordance with Section 5.10 hereof; or

         (b)      shares issued as a stock dividend or pursuant to the exercise
                  of conversion privileges, options or rights previously granted
                  by the Corporation in accordance with Section 10.3.

                                   ARTICLE 11
                                GENERAL MATTERS

11.1     NO AGENCY OR PARTNERSHIP.

Nothing contained in this Agreement shall make or constitute any party the
representative, agent, principal or partner of any other party and it is
understood that no party has the capacity to make
<PAGE>   33
                                       29

commitments of any kind whatsoever or incur obligations or liabilities binding
upon any other party.

11.2     NOTICE.

Any notice, direction or other communication to be given under this Agreement or
any Ancillary Agreement shall be in writing and given by delivering it or
sending it by telecopy or other similar form of recorded communication addressed
in accordance with the instructions set out in Schedule "D" hereto.

Any such communication shall be deemed to have been validly and effectively
given (i) if personally delivered, on the date of such delivery if such date is
a Business Day and such delivery was made prior to 4:00 p.m. (Toronto time) and
otherwise on the next Business Day, or (ii) if transmitted by telecopy or
similar means of recorded communication on the Business Day following the date
of transmission. Any Party may change its address for service from time to time
by notice given in accordance with the foregoing and any subsequent notice shall
be sent to such Party at its changed address.

11.3     ENDORSEMENT OF SHARE CERTIFICATES.

Any and all certificates representing Shares now or hereafter beneficially owned
by the Shareholders during the term of this Agreement shall have endorsed
thereon, in bold type, the following legend:

               "The  securities  evidenced by this  certificate  are
               subject to the terms of, and disposition and transfer
               of such securities is restricted in accordance  with,
               the  provisions  of an agreement  dated as of January
               24, 2000 made  between the  Corporation  and each and
               all of the  holders  of  shares.  A copy of the  said
               agreement,   together   with   all   amendments   and
               supplements thereto, is available for inspection from
               the  Secretary  of the  Corporation  on  request  and
               without charge at its registered office."

11.4     ASSIGNMENT.

Neither this Agreement nor any rights or obligations hereunder are assignable by
the parties hereto without the prior written consent of the other parties
hereto, subject to the rights of Shareholders to sell their Shares pursuant to
the terms of this Agreement and provided that the purchaser of such Shares
agrees to be bound hereby. This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors, legal
personal representatives, successors and permitted assigns.
<PAGE>   34
                                       30

11.5     COUNTERPARTS.

         (a)      This Agreement may be executed by the parties hereto in
                  separate counterparts each of which when so executed and
                  delivered shall be an original, but all such counterparts
                  shall together constitute one and the same instrument.

         (b)      This Agreement may also be executed by any of the parties
                  hereto by such party executing and delivering to the
                  Corporation a counterpart in the form set out as Schedule "E"
                  to this Agreement, whereupon such party shall become bound by,
                  and entitled to the benefits of this Agreement as fully and
                  effectively as though such party had executed this Agreement
                  together with the other parties to this Agreement.

         (c)      Any Person who acquires Shares on or subsequent to the date
                  hereof in accordance with the terms of this Agreement and who
                  executes a counterpart to this Agreement in the form set forth
                  in Schedule "E" hereto shall be deemed to be a party to this
                  Agreement and be entitled to the rights and subject to the
                  obligations set forth herein, with like effect as if such
                  Person had been an original party hereto, except that the
                  rights and obligations of such Person pursuant hereto shall
                  arise only as of and from the later of the date on which such
                  Person (i) acquired Shares in accordance with the terms of
                  this Agreement; and (ii) executed such counterpart.

11.6     PUBLICITY.

Notwithstanding Section 12.1, CIBC, MG Fund, WV and DVI shall have the right to
disclose to whomsoever in any manner its ownership of shares in the capital of
the Corporation.

11.7     POWER OF ATTORNEY.

Each of the Legacy Investors hereby irrevocably makes, constitutes and appoints
the Corporation as his true and lawful attorney and agent, with full power and
authority in his name, place and stead and for his use and benefit to execute
all documents and do all such things, including the approval of any additions,
changes or amendments to this Agreement, as in the Corporation's opinion may be
necessary or desirable to give effect to the terms of this Agreement.

                                   ARTICLE 12
                                CONFIDENTIALITY

12.1     CONFIDENTIALITY.

The parties hereto agree to treat all information, data, reports and other
records ("information") relating to the Corporation's Business as confidential
and will not disclose such information to any other person other than their
legal advisors or auditors (and, in the case of CIBC, MG Fund and WV, the
auditors appointed under the Community Small Business Investment Funds Act
(Ontario), as amended) without the prior written consent of the other parties;
provided, however,
<PAGE>   35
                                       31

that no Shareholder shall be liable for any such disclosure of such information
of such Shareholder if such information:

         (a)      becomes generally available to the public other than as a
                  result of a disclosure by the Shareholder or its
                  representatives in violation of this Agreement;

         (b)      was available to the Shareholder on a non-confidential basis
                  without violation of this Agreement prior to its disclosure by
                  the Corporation or its representatives;

         (c)      becomes available to the Shareholder on a non-confidential
                  basis without violation of this Agreement from a source other
                  than the Corporation or its representatives provided that such
                  source is not bound by a confidentiality agreement with the
                  Corporation or a duty of confidentiality to or in respect of
                  the Corporation to the knowledge of the Shareholder; or

         (d)      is required by law to be disclosed by the Shareholder,
                  provided that the Shareholder first notifies the Corporation
                  that it believes it is required to disclose such information
                  and it allows the Corporation a reasonable period of time to
                  contest the disclosure of such information.

12.2     SURVIVAL.

The terms of this Article 12 and of Article 8 shall survive any termination of
this Agreement without limit as to time.

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by
their respective duly authorized officer.

                                    HYDROGENICS CORPORATION
                                    By:  "Pierre Rivard"
                                       -----------------------------------------
                                         Name:  Pierre Rivard
                                         Title: President
                                    By:  "Boyd Taylor"
                                       -----------------------------------------
                                         Name:  Boyd Taylor
                                         Title: Vice President Sales and
                                         Marketing
<PAGE>   36
                                       32



                                    WORKING VENTURES CANADIAN
                                    FUND INC.
                                    By:  "Don Morrison" by counterpart
                                       -----------------------------------------
                                         Name:  Don Morrison
                                         Title: Vice President
                                    By:
                                       -----------------------------------------
                                         Name:
                                         Title:


                                    CIBC CAPITAL PARTNERS
                                    By:  "Teddy Rosenberg" by counterpart
                                       -----------------------------------------
                                         Name:  Teddy Rosenberg
                                         Title: Managing Director
                                    By:
                                       -----------------------------------------
                                         Name:
                                         Title:


                                    MICRO-GENERATION TECHNOLOGY
                                    FUND, L.L.C.
                                    BY: ARETE CORPORATION, MANAGER
                                    Per: "Robert W. Shaw, Jr." by counterpart
                                        ----------------------------------------
                                         Name:  Robert W. Shaw, Jr.
                                         Title: President
<PAGE>   37
                                       33



                                    DEVELOPMENT VENTURES, INC.
                                    By:  "Thomas S. Glanville" by counterpart
                                       -----------------------------------------
                                         Name:  Thomas S. Glanville
                                         Title: President
                                    By:
                                       -----------------------------------------
                                         Name:
                                         Title:


<TABLE>
<S>                                         <C>
                                            "Pierre Rivard" by counterpart
----------------------------------          ------------------------------------
         Witness                                              PIERRE RIVARD

                                            "Boyd Taylor" by counterpart
----------------------------------          ------------------------------------
         Witness                                              BOYD TAYLOR

                                            "Joseph Cargnelli" by counterpart
----------------------------------          ------------------------------------
         Witness                                              JOSEPH CARGNELLI

                                            "Andre Cargnelli" by counterpart
----------------------------------          ------------------------------------
         Witness                                              ANDRE CARGNELLI

                                            "Gianni Cargnelli" by counterpart
----------------------------------          ------------------------------------
         Witness                                              GIANNI CARGNELLI

                                            "Claudio Cargnelli" by counterpart
----------------------------------          ------------------------------------
         Witness                                              CLAUDIO CARGNELLI

                                            "Peter Lee" by counterpart
----------------------------------          ------------------------------------
         Witness                                              PETER LEE

                                            "John Housser" by counterpart
----------------------------------          ------------------------------------
         Witness                                              JOHN HOUSSER

                                            "Gerald Heffernan" by counterpart
----------------------------------          ------------------------------------
         Witness                                              GERALD HEFFERNAN

                                            "Kenneth Lee" by counterpart
----------------------------------          ------------------------------------
         Witness                                              KENNETH LEE
</TABLE>
<PAGE>   38
                                       34



<TABLE>
<S>                                         <C>
                                            "Patricia Lee" by counterpart
----------------------------------          ------------------------------------
         Witness                                              PATRICIA LEE

                                               "Catherine Lee" by counterpart
----------------------------------          ------------------------------------
         Witness                                              CATHERINE LEE
</TABLE>
<PAGE>   39
                                  SCHEDULE "A"

                                LEGACY INVESTORS



                           Andre Cargnelli
                           84 The Westway
                           Toronto, ON  M9P 2B2

                           Gianni Cargnelli
                           84 The Westway
                           Toronto, ON  M9P 2B2

                           Claudio Cargnelli
                           86 The Westway
                           Toronto, ON  M9P 2B2

                           Peter Lee
                           Wing's Food Products
                           275 Albany Avenue
                           Toronto, ON  M5R 3E1

                           John Housser
                           1 Toronto Street, #410
                           Toronto, ON  M5C 2W3

                           Gerald Heffernan
                           G.R. Heffernan & Associates Ltd.
                           22 St. Clair Avenue East
                           Suite 1700
                           Toronto, ON  M4T 2S3

                           Kenneth Lee
                           Wing's Food Products
                           275 Albany Avenue
                           Toronto, ON  M5R 3E1

                           Patricia Lee
                           430 Memorial Dr. N.W.
                           Calgary, Alberta  T2N 3C3

                           Catherine Lee
                           3472 Rue de la Montagne
                           Montreal, Quebec  H3G 2A6
<PAGE>   40
                                  SCHEDULE "B"

                                  SHAREHOLDERS

<TABLE>
<CAPTION>
     NAME OF          COMMON SHARES            SERIES A                SERIES B
   SHAREHOLDER                             PREFERRED SHARES        PREFERRED SHARES
-----------------------------------------------------------------------------------
<S>                   <C>                  <C>                     <C>
CIBC                                            250,000                144,000
-----------------------------------------------------------------------------------
MG Fund                                         250,000                144,000
-----------------------------------------------------------------------------------
WV                                              250,000                119,000
-----------------------------------------------------------------------------------
Rivard                   937,500
-----------------------------------------------------------------------------------
Cargnelli                937,500
-----------------------------------------------------------------------------------
Taylor                   937,500
-----------------------------------------------------------------------------------
DVI                                                                     69,000
-----------------------------------------------------------------------------------
Gianni Cargnelli                                                           600
-----------------------------------------------------------------------------------
Claudio Cargnelli                                                          700
-----------------------------------------------------------------------------------
Andre Cargnelli                                                            700
-----------------------------------------------------------------------------------
Peter Lee                                                                3,500
-----------------------------------------------------------------------------------
John Housser                                                             7,000
-----------------------------------------------------------------------------------
Gerald Hefferman                                                         8,500
-----------------------------------------------------------------------------------
Kenneth Lee                                                              8,500
-----------------------------------------------------------------------------------
Patricia Lee                                                             2,500
-----------------------------------------------------------------------------------
Katherine Lee                                                            2,500
-----------------------------------------------------------------------------------
</TABLE>
<PAGE>   41
                                  SCHEDULE "C"

                             COMPLIANCE CERTIFICATE



TO:      Working Ventures Canadian Fund Inc.
         CIBC Capital Partners
         Micro-Generation Technology Fund, L.L.C.
         Development Ventures, Inc.

DATE:    -

I, -, - of - (the "CORPORATION"), hereby certify for and on behalf of the
Corporation, intending that the same may be relied upon by you without further
enquiry, that, [SINCE THE DATE OF THE LAST COMPLIANCE CERTIFICATE PROVIDED TO
YOU] [SINCE - ]:

         (a)      [THE ATTACHED FINANCIAL STATEMENTS DELIVERED PURSUANT TO THE
                  AGREEMENT HAVE BEEN PREPARED IN ACCORDANCE WITH GENERALLY
                  ACCEPTED ACCOUNTING PRINCIPLES IN EFFECT ON THE DATE OF SUCH
                  FINANCIAL STATEMENTS AND THE INFORMATION CONTAINED THEREIN IS
                  TRUE AND CORRECT IN ALL MATERIAL RESPECTS, SUBJECT ONLY TO
                  YEAR-END AUDIT ADJUSTMENTS, AND PRESENTS FAIRLY AND
                  CONSISTENTLY THE RESULTS OF OPERATIONS AND CHANGES IN THE
                  FINANCIAL POSITION OF THE CORPORATION AS OF AND TO THE DATE
                  HEREOF;]

         (b)      the Corporation is in compliance with all taxes and other
                  withholding obligations and has accrued unpaid vacation pay in
                  its financial statements;

         (c)      the Corporation has (i) made all deductions for taxes or other
                  obligations required to be deducted and has paid the same to
                  the proper tax or other receiving officers; (ii) remitted to
                  the appropriate tax authority, on a timely basis, all amounts
                  collected on account of goods and services taxes and
                  provincial sales taxes; and (iii) remitted to the appropriate
                  receiving officer, on a timely basis, all amounts required to
                  be paid by it in connection with workman's compensation
                  legislation;

         (d)      the Corporation is not aware of any breach or potential breach
                  by the Corporation of any Environmental Laws (as such term is
                  defined in the share subscription agreement entered into
                  between the parties as of -, 2000 (the "Share Subscription
                  Agreement")) and to the best of its knowledge is in compliance
                  with all applicable Environmental Laws; and

         (e)      the Corporation is not aware of any year 2000 issues of the
                  Corporation or its major customers or suppliers that would
                  have a material adverse effect on the Corporation or its
                  Business and the Corporation is in compliance with its year
                  2000 policy.
<PAGE>   42
                                      -2-

All capitalized terms not defined herein have the meaning specified thereto in
the Share Subscription Agreement.

WITNESS my hand and the corporate seal of the Corporation this ______ day of -,
2000.




                                          --------------------------------------
                                                          Name
<PAGE>   43
                                  SCHEDULE "D"

Notices to be provided as follows:

         If to the Corporation, to it at:

         Hydrogenics Corporation
         100 Caster Avenue
         Woodbridge, ON  L4L 5Y9

         Attention:  Mr. Pierre Rivard
         Telephone:  (905) 851-8866, Ext. 222
         Telecopier: (905) 851-2328

         If to WV, to it at:

         Working Ventures Canadian Fund Inc.
         250 Bloor Street East, Suite 1600
         Toronto, ON   M4W 1E6

         Attention:   Brian Carwana
         Telephone:   (416) 934-7721
         Telecopier:  (416) 929-0901

         If to CIBC, to it at:

         CIBC Capital Partners
         BCE Place
         P.O. Box 500
         161 Bay Street, 8th Floor
         Toronto, ON   M5J 2S8

         Attention:   Ms. Teddy Rosenberg
         Telephone:   (416) 594-8543
         Telecopier:  (416) 594-8037

         If to MG Fund to it at:

         Micro-Generation Technology Fund, L. L. C
         c/o Arete Corporation, Manager
         P.O. Box 1299
         Center Harbor, N.H., U.S.A. 03226

         Attention:   Robert W. Shaw, Jr.
         Telephone:   (603) 253-9797
         Telecopier:  (603) 253-9799
<PAGE>   44
                                      -2-

         If to DVI to it at:

         Development Ventures, Inc.
         P.O. Box 4567
         Houston, TX  77210-4567

         Attention:   Thomas S. Glanville, President
         Telephone:   (713) 207-6117
         Telecopier:  (713) 207-0530

         If to Andre Cargnelli to him at:

         Andre Cargnelli
         84 The Westway
         Etobicoke, ON  M9P 2B2

         Telephone:   (416) 246-1864
         Telecopier:  (416) 531-4611

         If to Gianni Cargnelli to him at:

         Gianni Cargnelli
         84 The Westway
         Etobicoke, ON  M9P 2B2

         Telephone:   (416) 246-1864
         Telecopier:  (416) 531-4611

         If to Claudio Cargnelli to him at:

         Claudio Cargnelli
         86 The Westway
         Etobicoke, ON  M9P 2B2

         Telephone:   (416) 235-0300
         Telecopier:  (416) 531-4611
<PAGE>   45
                                      -3-

         If to Peter Lee to him at:

         Wing's Food Products
         275 Albany Avenue
         Toronto, ON  M5R 3E1

         Attention:   Peter Lee
         Telephone:   (416) 531-5768
         Telecopier:  (416) 531-5404

         If to John Housser to him at:

         John Housser
         1 Toronto Street, #410
         Toronto ON  M5C 2W3
         Telephone:   (416) 864-2755
         Telecopier:  (416) 864-2706

         If to Gerald Heffernan to him at:

         G.R. Heffernan & Associates Ltd.
         22 St. Clair Avenue East
         Suite 1700
         Toronto, ON  M4T 2S3

         Attention:   Gerald Heffernan
         Telephone:   (416) 925-9270
         Telecopier:  (416) 925-5753

         If to Kenneth Lee to him at:

         Wing's Food Products
         275 Albany Avenue
         Toronto, ON  M5R 3E1

         Attention:   Kenneth Lee
         Telephone:   (416) 531-5768
         Telecopier:  (416) 531-5404
<PAGE>   46
                                      -4-

         If to Patricia Lee to her at:

         Patricia Lee
         430 Memorial Dr. N.W.
         Calgary, Alberta  T2N 3C3
         Telephone:   (403) 283-2130
         Telecopier:  (403) 283-2130

         If to Catherine Lee to her at:

         Catherine Lee
         3472 de la Montagne
         Montreal, Quebec  H3G 2A6
         Telephone:   (514) 286-9046
         Telecopier:  n/a
<PAGE>   47
                                  SCHEDULE "E"

                                  COUNTERPART

TO:   HYDROGENICS CORPORATION AND THE SHAREHOLDERS

RE:   THE AMENDED AND RESTATED UNANIMOUS SHAREHOLDERS AGREEMENT (THE
      "AGREEMENT") DATED JANUARY 24, 2000 BETWEEN HYDROGENICS CORPORATION AND
      THE "SHAREHOLDERS " (AS DEFINED IN THE AGREEMENT)


The undersigned hereby agrees to be bound by the terms of the Agreement as a
party to the Agreement, and shall be entitled to all benefits of a Shareholder
pursuant to the Agreement, as fully and effectively as though the undersigned
had executed a counterpart of the Agreement together with the other parties to
the Agreement.

DATED this _________ day of January, 2000.

If undersigned  is a Corporation:

                                          _____________________________________
                                          Name of Corporation

                                          By:__________________________________
                                             Name:
                                             Title:

                                          By:__________________________________
                                             Name:
                                             Title:

If undersigned is an individual:

SIGNED, SEALED & DELIVERED
in the presence of:


_____________________________________       ____________________________________
              Witness                                        Name
<PAGE>   48
                                      -2-

NOTICES. Unless otherwise provided for in the Shareholders Agreement, all
communications to the Shareholder named on this counterpart shall be addressed
as follows:

         _____________________________

         _____________________________

         _____________________________


         Attention: ____________________
         Telephone: ____________________
         E-mail:    ____________________
         Telecopier:____________________