<PAGE>   1
                                                                     EXHIBIT 4.8

                  SHARE PLEDGE AND PROXY ARRANGEMENT AGREEMENT


THIS AGREEMENT made as of the 20th day of March, 1998

A M O N G:

                     STRIKER HOLDINGS (CANADA) INC., a corporation 
                     incorporated pursuant to the laws of Ontario

                     (hereinafter referred to as "Holdings")

                                    - and  -

                     FIRST ONTARIO LABOUR SPONSORED INVESTMENT 
                     FUND LTD., a corporation incorporated pursuant to the laws
                     of Ontario

                     (hereinafter referred to as "First Ontario")


CONTEXT OF THIS AGREEMENT

A.        As of the date hereof, Holdings owns 75% of the voting equity of
Striker Paper Canada, Inc.  (more particularly defined herein as the
"Corporation")

B.        First Ontario has agreed to lend certain monies to the Corporation
pursuant to the terms of a Subordinated Loan Agreement (as hereinafter more
particularly defined) on certain conditions including:

(1)       First Ontario shall acquire 25% of the voting equity of the
          Corporation;

(2)       First Ontario, Holdings and the Corporation enter into the
          Shareholders Agreement (as more particularly defined herein), which
          said agreement provides for certain rights in favour of First Ontario
          to put their equity interest in the Corporation to the Corporation;
          and

(3)       the delivery of a guarantee by Holdings of the performance of the
          Corporation of all obligations of the Corporation to First Ontario
          arising pursuant to the Subordinated Loan Agreement and the
          Shareholders Agreement secured, inter alia, by the pledge of
          Holdings's shares in the Corporation as herein contemplated.

C.        Pursuant to a certain guarantee dated March 20, 1998 (the "Holdings
Guarantee"), Holdings has given a guarantee of the performance by the
Corporation of its obligations to First Ontario arising pursuant to the
Subordinated Loan Agreement and the Shareholders Agreement (the "Guaranteed
Obligations").

D.        Holdings has agreed to pledge and transfer to First Ontario the
Pledged Shares as a continuing collateral security for the Guaranteed
Obligations.

E.        Unless there has been a default in the Guaranteed Obligations which
is continuing, Holdings is to enjoy the benefits of and exercise the rights
derived from title to the Collateral pledged hereunder subject to the
provisions of this Agreement.
<PAGE>   2
                                     - 2 -

NOW THEREFORE WITNESSETH THAT in consideration of the sum of Ten Dollars
($10.00) of lawful money of Canada now paid by each of the parties to the other
(the receipt and sufficiency of which is by each hereby acknowledged) the
parties agree each with the other as follows:


                             1.0  -  INTERPRETATION

1.1       DEFINED TERMS.  The capitalized terms used in this Agreement shall be
          defined as follows:

          (a)     "AGREEMENT" or "THIS AGREEMENT" means all amendments,
                  modifications and supplements hereto and shall refer to this
                  Agreement as the same may be in effect at the time such
                  reference becomes operative;

          (b)     "BUSINESS DAY" means a day on which chartered banks in Canada
                  are required to be open for the transaction of regular
                  business in Toronto, Ontario other than a Saturday, Sunday or
                  statutory holiday;

          (c)     "COLLATERAL" means all of the Pledged Shares, together with
                  all proceeds thereof and all cash, stock or liquidating
                  dividends, other distributions of property, returns of
                  capital or other distributions made on or in respect of the
                  Pledged Shares, whether resulting from a subdivision,
                  combination or reclassification of the outstanding capital
                  stock of the Corporation, received in exchange for the
                  Pledged Shares or any part thereof or received as a result of
                  any merger, consolidation, acquisition or other exchange of
                  assets to which the Corporation may be a party or otherwise;

          (d)     "CORPORATION" means Striker Paper Canada, Inc., a corporation
                  incorporated pursuant to the laws of the Province of Ontario;

          (e)     "EVENT OF DEFAULT" has the meaning ascribed to that term in
                  section 6.1 hereof;

          (f)     "GUARANTEED OBLIGATIONS" means all debts, liabilities,
                  obligations, covenants and duties owing by Holdings to First
                  Ontario of any kind or nature, present or future, arising
                  under the Holdings Guarantee or this Agreement.  The term
                  includes, but without limitation, all interest, charges,
                  expenses, fees, legal fees and any other sums chargeable to
                  Holdings under this Agreement;

          (g)     "PERSON" means an individual, a partnership, a firm, a
                  corporation, a trust, an unincorporated organization, a
                  government or any department or agency thereof and the heirs,
                  executors, administrators or other legal representatives of
                  an individual; and words importing persons have a similar
                  meaning;

          (h)     "PLEDGED SHARES" means 11,270,737 common shares in the
                  capital of the Corporation;

          (i)     "SHAREHOLDERS AGREEMENT" means the unanimous shareholders
                  agreement dated as of March 20, 1998 made among Holdings,
                  Striker and First Ontario, together with all amendments,
                  supplements and modifications thereto; and
<PAGE>   3
                                     - 3 -


          (j)     "SUBORDINATED LOAN AGREEMENT" means the subordinated loan
                  agreement dated as of March 20, 1998 made between Striker and
                  First Ontario, together with all amendments, supplements and
                  modifications thereto.

1.2       SECTION HEADINGS.  Section headings used herein are for convenience
only and are not to affect the construction of or be taken into consideration
in interpreting this Agreement.

1.3       SEVERABILITY.  Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by
or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

1.4       GOVERNING LAW.  The validity of this Agreement and of all
transactions provided for herein shall be governed by, interpreted and
construed under the laws of the Province of Ontario.

1.5       CONSENT TO JURISDICTION.   For the purpose of all legal proceedings
this Agreement shall be deemed to have been performed in the Province of
Ontario and the courts of the Province of Ontario shall have jurisdiction to
entertain any action arising under this Agreement.  The parties to this
agreement each hereby irrevocably attorns to the jurisdiction of the courts of
the Province of Ontario.


               2.0 - GRANT OF SECURITY INTEREST IN PLEDGED SHARES

2.1       PLEDGE AS SECURITY.  Holdings hereby pledges, transfers, conveys,
hypothecates, mortgages, assigns, sets over, delivers and grants to First
Ontario, title to the Collateral as a continuing collateral security interest
for the punctual performance and payment in full payment of all the Guaranteed
Obligations.

2.2       PLEDGE OF AFTER-ACQUIRED COLLATERAL.  Holdings shall cause all
after-acquired Collateral issued to or received by it, whether for value paid
by it or otherwise, to be forthwith pledged, deposited and delivered to First
Ontario, forthwith after its receipt, and in each case all such after-acquired
Collateral shall be duly registered in the name of First Ontario to be held by
First Ontario pursuant to the terms of this Agreement and all further steps,
proceedings and deliveries shall be taken and done by Holdings as First Ontario
may reasonably require in order to perfect the security interest granted hereby
in such after-acquired Collateral.

2.3       DELIVERY OF POSSESSION.  Contemporaneously with the execution and
delivery of this Agreement, Holdings shall cause share certificates evidencing
the Pledged Shares to be delivered to First Ontario duly endorsed for transfer
into the name of First Ontario and shall take all steps necessary or desirable
to cause the interest of First Ontario as registered owner of the shares to be
duly recorded in the records of the Corporation and to cause the Corporation to
issue new share certificates representing the Pledged Shares in the name of
First Ontario.

2.4       NO EXERCISE UNTIL DEFAULT.  Unless there shall have occurred an Event
of Default First Ontario shall not exercise any rights with respect to the
Pledged Shares other than as herein permitted and shall exercise rights with
respect to the Pledged Shares only for so long as the Event of Default shall be
continuing.
<PAGE>   4
                                     - 4 -


                       3.0 - VOTING OF PLEDGED SECURITIES

3.1       RIGHTS ARISING ON DEFAULT.  Upon the occurrence of an Event of
Default which is continuing, First Ontario shall be entitled to exercise any
and all voting rights with respect to the Collateral and shall be entitled to
receive all dividends and distributions including stock and in specie dividends
and distributions thereafter paid on the Collateral, and to such end First
Ontario may cancel and revoke any proxy power or dividend order issued or
delivered by First Ontario pursuant to this Agreement.

3.2       RIGHTS PRIOR TO DEFAULT.  Subject to section 3.3 hereof, until there
shall have occurred an Event of Default which is continuing, Holdings may
direct the manner in which the voting rights attaching to the Collateral are
exercised by First Ontario.

3.3       PROHIBITED ACTIONS.  Notwithstanding section 3.2, in no event shall
Holdings, in the absence of First Ontario's prior written consent, exercise any
voting rights or other rights relating to the Collateral generally in any
manner which is prohibited by or would give rise to an Event of Default under
the terms of the Shareholders Agreement.


                        4.0 - DIVIDENDS & DISTRIBUTIONS

4.1       RIGHT TO RECEIVE DIVIDENDS & PROCEEDS AFTER DEFAULT.  Upon the
occurrence of an Event of Default and for so long as an Event of Default is
continuing, First Ontario shall be entitled to receive all cash, additional
securities and other property at any time and from time to time receivable or
otherwise distributed in respect of or in exchange for any or all of the
Collateral including stock dividends and in specie dividends and shall apply
all such amounts on account of the Guaranteed Obligations.

4.2       RIGHT TO RECEIVE CASH DIVIDENDS PRIOR TO DEFAULT.  Save and except as
otherwise provided for in section 2.3 of the Purchase Agreement, for so long as
no Event of Default shall have occurred, Holdings shall have the right to
receive cash dividends declared and paid with respect to the Collateral.


                      5.0 - PROXY POWER AND DIVIDEND ORDER

5.1       GENERAL PROXY.  Contemporaneously with the execution of this
Agreement and from time to time during the term of this Agreement as Holdings
may reasonably request, First Ontario shall, upon the written request of and at
the expense of Holdings, execute and deliver to Holdings a proxy power and
dividend order in the form attached hereto as Schedule A.

5.2       IDEM.  In the event that the Collateral includes voting securities of
any Person other than the Corporation, First Ontario shall also execute and
deliver to Holdings from time to time during the term of this Agreement as
Holdings may reasonably request, a form of similar form of proxy power and
dividend order governing the Collateral issued by such other Person.

5.3       AUTHORITY OF PROXY HOLDER.  Unless there shall have occurred an Event
of Default which is continuing, First Ontario:

          (a)     agrees not to revoke any proxy power or dividend order
                  granted or issued to Holdings under sections 5.1 and 5.2; and
<PAGE>   5
                                     - 5 -


          (b)     acknowledges and agrees that no proxy appointed pursuant to
                  sections 5.1 or 5.2 shall be obligated to seek or follow any
                  instructions given by First Ontario with respect to the
                  manner of exercise of such proxy power, so long as the acts
                  of the proxy are not prohibited by this Agreement.

5.4       AUTOMATIC TERMINATION OF PROXY POWER.   Any proxy power issued
hereunder is issued upon the express condition that such proxy power shall be
suspended automatically and without the necessity  of any further action on the
part of First Ontario, or any other Person, forthwith upon the occurrence of
any Event of Default and continuing until the Event of Default has been
remedied.


                     6.0 - DEFAULT, REMEDIES & ENFORCEMENT

6.1       DEFAULT.  Each of the following shall constitute an Event of Default
          hereunder:

          (a)     any default in the performance of the Guaranteed Obligations;
                  or

          (b)     if any of the Collateral shall be attached or levied upon or
                  seized in any legal proceedings, or held by virtue of any
                  lien or distress.

6.2       FIRST ONTARIO'S RIGHTS AND REMEDIES.  Upon the occurrence of an Event
of Default First Ontario shall, in addition to the rights and remedies
specifically provided for herein, have the rights and remedies of a secured
party under the Personal Property Security Act, R.S.O. 1980, c. 375, as
amended, and:

          (a)        First Ontario may appoint by instrument in writing a
                     receiver and manager (hereinafter referred to as the
                     "Receiver") of all or any part of the Collateral and
                     remove or replace such Receiver from time to time or may
                     institute proceedings in any court of competent
                     jurisdiction for the appointment of such a Receiver.
                     Where First Ontario is referred to in this Agreement the
                     term shall, where the context permits, include any
                     Receiver so appointed and the officers, employees,
                     servants or agents of such Receiver.  Any Receiver
                     appointed by instrument in writing pursuant hereto shall,
                     in addition to any rights and powers granted hereby, be
                     vested with such other discretions and powers as may be
                     granted in the instrument of appointment and any
                     supplement thereto.  Holdings shall be solely responsible
                     for the Receiver's acts and faults and for the Receiver's
                     remuneration;

          (b)        First Ontario shall apply any cash dividends received by
                     First Ontario with respect to the Collateral to reduce the
                     Guaranteed Obligations arising pursuant to the
                     Subordinated Loan Agreement;

          (c)        First Ontario may seize, collect, realize, sell, borrow
                     money on the security of, release to third parties or
                     otherwise deal with the Collateral or any part thereof at
                     public or private sale or at any broker's board or on any
                     securities exchange, for cash, upon credit or for future
                     delivery as First Ontario shall deem advisable or in such
                     other manner, upon such other terms and conditions and at
                     such time or times as may seem to it advisable, without
                     demand and without advertisement, notice to Holdings or
                     legal process of any kind (except as otherwise required by
                     any applicable law).  All reasonable expenses incurred by
                     First Ontario, including legal advices and services, and
                     receivers and
<PAGE>   6
                                     - 6 -

                     accounting fees, in connection with seizing, collecting,
                     realizing, borrowing on the security of, selling or
                     obtaining payment of the Collateral, shall be added to the
                     Obligations secured hereby;

          (d)        First Ontario may take such steps as it considers
                     necessary or desirable to enter into or obtain possession
                     of all or any part of the Collateral, including
                     proceedings in any court of competent jurisdiction; and

          (e)        At its option, First Ontario may elect, in the manner
                     provided by and subject to the provisions of all
                     applicable statutory provisions (including without
                     limitation the provisions of the Personal Property
                     Security Act) to retain all or any part of the Collateral
                     in satisfaction of the Obligations owed to it by Holdings.

6.3       WAIVER OF NOTICE, PRESENTMENT AND NOTICE.  Holdings waives demand,
presentment and protest of any instrument and notice thereof, notice of default
and all other notices to which Holdings might otherwise be entitled, except as
otherwise specifically provided in the Shareholders Agreement or this Agreement
and except those notices which by law cannot be waived.

6.4       WRITTEN WAIVERS, ETC.  No waiver by First Ontario will be effective
unless it is in a writing signed by Seller, and then only to the extent
specifically stated, and no waiver by Seller on any occasion shall affect or
diminish First Ontario's right thereafter to require strict performance by
Holdings of any provision of this Agreement.

6.5       REMEDIES CUMULATIVE.  First Ontario's rights and remedies under this
Agreement are cumulative and not exclusive of any other right or remedy which
First Ontario may have pursuant to the terms of this Agreement or otherwise.

6.6       SELLER'S RIGHT TO TAKE ACTION WITH RESPECT TO COLLATERAL.  First
Ontario may, in its sole discretion:

          (a)     exchange, enforce, waive or release any right, remedy,
                  security or portion of the Collateral,

          (b)     apply such security or any proceeds of the Collateral and
                  direct the order or manner of sale thereof as First Ontario
                  may, from time to time, determine, and

          (c)     settle, compromise, collect or otherwise liquidate any such
                  security or Collateral for the Obligations in any manner
                  following the occurrence of an Event of Default and during
                  the continuance thereof without affecting or impairing First
                  Ontario's right to take any other further action with respect
                  to any security for the Obligations or any part thereof.

6.7       RELEASE.  First Ontario may grant extensions of time or other
indulgences, take and give up securities, accept compositions, grant releases
and discharges and otherwise deal with the Collateral and the other securities
as First Ontario may see fit, and may apply all moneys received from the
Collateral or other sources, or from securities, upon such part of Holdings's
liability as it may think best, without prejudice to or in any way limiting or
lessening the liability of Holdings hereunder.
<PAGE>   7
                                     - 7 -


6.8       SELLER NOT BOUND TO EXHAUST ALTERNATIVE REMEDIES.  First Ontario
shall not be bound to exhaust its recourse against other assets of Holdings or
against other parties or the securities it may hold before being entitled to
enforce its rights in respect of the Collateral.

6.9       NOT LIABLE FOR LOSS.  Any loss of or in respect of securities
received by Seller from Holdings or any other person, whether occasioned
through the fault of First Ontario or otherwise, shall not discharge pro tanto
or limit or lessen the liability of Holdings hereunder.

6.10      POWER OF ATTORNEY.  Holdings appoints First Ontario, or any other
Person whom First Ontario may designate, as Holdings's attorney, with power to
endorse Holdings's name on any share certificates, stock transfers, cheques,
notes, acceptances, money orders, drafts or other form of payment or security
that may come into Seller's possession on account of proceeds of the sale of
the Pledged Shares after an Event of Default and to do all things necessary to
carry out this Agreement.  Holdings agrees that it shall ratify and approve all
acts of such attorney.  Neither First Ontario nor any other Person designated
by Holdings as attorney hereunder will be liable for any acts or omissions
except in the case of wilful misconduct on the part of First Ontario, nor for
any errors of judgment or mistakes of fact or law.

6.11      PAYMENTS.  First Ontario shall have the continuing and exclusive
right to apply or reverse and reapply any and all payments to any portion of
the Obligations.  To the extent that Holdings makes a payment or payments to
First Ontario or First Ontario receives any payment or proceeds of the
Collateral for Holdings's account, which payment or proceeds or any part
thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, receiver or any
other party under any bankruptcy law, provincial or federal law, common law or
equitable cause, then, to the extent of such payment or proceeds received, the
Obligations or part thereof intended to be satisfied shall be revived and
continue in full force and effect, as if such payment or proceeds had not been
received by First Ontario.

6.12      INDEMNITY.  Holdings agrees to indemnify First Ontario from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (including, without limitation, fees and disbursements of
counsel) which may be imposed on, incurred by, or asserted against First
Ontario in any litigation, proceeding or investigation, including, without
limitation, any of the foregoing brought under any federal or state securities
laws, which is threatened, instituted or conducted by any governmental agency
or instrumentality or any other person with respect to any aspect of, or any
transaction contemplated by, or referred to in, or any matter related to, this
Agreement, whether or not First Ontario is a party thereto, except to the
extent that any of the foregoing arises out of the wilful misconduct of First
Ontario (the "Loss Amount").  Notwithstanding the above, if First Ontario has
acquired all of Pledged Shares pursuant to this Agreement and still holds all
of such Pledges Shares, then any indemnification amount payable by Holdings to
First Ontario pursuant to this section 6.12 shall be limited to Holdings'
Proportionate Share (as defined in the Shareholders Agreement) of the Loss
Amount.


                           7.0 - TERM & RECONVEYANCE

7.1       TERM OF AGREEMENT.  This Agreement shall continue in full force and
effect until the satisfaction in full of the Guaranteed Obligations or release
of the Collateral by First Ontario.

7.2       RE-CONVEYANCE.  Upon termination of this Agreement, First Ontario
shall at the request and expense of Holdings reassign and deliver to Holdings
or such other person legally entitled thereto, against
<PAGE>   8
                                     - 8 -

receipt, such of the Collateral, if any, pledged by Holdings as shall not have
been sold or otherwise applied by First Ontario pursuant to the terms hereof
and shall be still held by it hereunder, together with appropriate instruments
of reassignment and release.


                            8.0 - GENERAL PROVISIONS

8.1       NOTICES.  Any notice, request or other communication hereunder to any
of the parties hereto shall be in writing and be well and sufficiently given if
delivered personally or sent by prepaid registered mail to its address or by
telecopier to the number and to the attention of the person set forth below:



          (a)     In the case of Holdings:

                  c/o Striker Paper Canada, Inc.
                  100 Ormond Street South
                  P.O. Box 10
                  Thorold, Ontario
                  L2V 3Y7

                  Attention: David A.  Collins

                  Telecopier No.: (905) 227-8385

                  With a copy to:

                  Robert I. Beck and to Will Lambert


          (b)     In the case of First Ontario:

                  First Ontario Labour Sponsored Labour Fund Ltd.
                  c/o First Ontario Management Ltd.
                  234 Eglinton Avenue East
                  Suite 310
                  Toronto, Ontario
                  M4P 1L1

                  Attention: Mr. Ken Delaney, President

                  Telecopier No.: (416) 487-1345

Any such notice shall be deemed to be given and received, if delivered, when
delivered, and if mailed, on the third Business Day following the date on which
it was mailed, unless an interruption of postal services occurs or is
continuing on or within the three Business Days after the date of mailing in
which case the notice shall be deemed to have been received on the third
Business Day after postal service resumes and if sent by telecopier on the next
Business Day after the day on which the telecopy is sent. Either party may by
notice to the other, given as aforesaid, designate a changed address or
telecopier number.
<PAGE>   9
                                     - 9 -

8.2       COUNTERPARTS.  This Agreement may be executed in counterparts, each
of which when so executed shall constitute an original and all of which
together shall constitute one and the same agreement.

8.3       FURTHER ACTS, ETC.  Each of First Ontario and Holdings agrees to do
such further acts and things, and to execute and deliver such additional
conveyances, assignments, agreements and instruments, as the other party may at
any time request in connection with the administration and enforcement of this
Agreement or relative to the Collateral or any part thereof or in order better
to assure and confirm unto First Ontario or Holdings, as the case may be, its
rights and remedies hereunder.

8.4       RIGHT TO ASSIGN.  First Ontario shall have the right to assign this
Agreement and to transfer, assign or sell participations in its interests
hereunder from time to time, but Holdings shall not be permitted to assign this
Agreement or any interest herein.

8.5       SUCCESSORS AND ASSIGNS.  All of the rights, privileges, remedies and
options given to First Ontario hereunder shall inure to the benefit of his
heirs, executors, successors and assigns; and all the terms, conditions,
promises, covenants, provisions and warranties of this Agreement shall inure to
the benefit of and shall bind the representatives, successors and assigns of
First Ontario and Holdings.



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


                                          STRIKER HOLDINGS (CANADA) INC.


                                          Per:
                                              ---------------------------------
                                              Matthew Pond


                                          FIRST ONTARIO LABOUR SPONSORED 
                                          INVESTMENT FUND LTD.


                                          Per: 
                                              ---------------------------------
                                              Ken Delaney





May 18, 1998

<PAGE>   10

                                   SCHEDULE A
                                     TO THE
                  STOCK PLEDGE AND PROXY ARRANGEMENT AGREEMENT

                                  PROXY POWER

This Proxy is given pursuant to the provisions of a certain Stock Pledge and
Proxy Arrangement Agreement, dated March 20, 1998 (the "Pledge Agreement"),
made between STRIKER HOLDINGS (CANADA) INC. (the "Pledgor") and FIRST ONTARIO
LABOUR SPONSORED INVESTMENT FUND LTD. ("First Ontario").

All terms set out in initial upper case letters herein, shall, unless the
context shall otherwise require have the meanings ascribed to such terms in the
Pledge Agreement.

The authority given to the proxy hereby shall at all times be subject to strict
compliance by the proxy with the provisions of the Pledge Agreement and the
Shareholders Agreement.

Subject to the restrictions set forth below, First Ontario hereby appoints the
Pledgor, as the proxy of First Ontario and hereby authorizes the said proxy to
represent and vote those shares of STRIKER PAPER CANADA INC., a corporation
incorporated pursuant to the laws of the Province of Ontario (the
"Corporation"), pledged by the Pledgor to First Ontario pursuant to the Pledge
Agreement now or hereafter registered in the name of the undersigned on the
books of the Corporation (the "Pledged Shares") on any and all matters which
may properly come before any annual or special meeting of shareholders of the
Corporation, or any adjournment of any such meeting and on which matter or
matters the holders of shares are entitled to vote.  First Ontario hereby
undertakes to ratify and confirm all that the said proxy may do by virtue
hereof provided the proxy acts within the authority hereby conferred.

PROVIDED THAT this instrument does not authorize the said proxy to represent or
vote any of the Pledged Shares to approve, ratify or authorize any action which
would violate any provision of the Subordinated Loan Agreement or the
Shareholders Agreement, including without limitation any of the following:

1.        the dissolution or winding up of the Corporation;

2.        the amalgamation of the Corporation;

3.        any action to sell, transfer, licence, franchise or assign all or
          substantially all of the assets of the Corporation;

4.        the voluntary assignment of the Corporation into bankruptcy or other
          assignment of the Corporation's assets for the benefit of its
          creditors; or
<PAGE>   11
                                    - 2 -


This Proxy shall be:

(a)       suspended upon the occurrence of an Event of Default as that term is
          defined in the Pledge Agreement until such Event of Default shall be
          remedied; and

(b)       terminated upon the sale by First Ontario of the Pledged Shares
          pursuant to a realization by First Ontario upon the Pledged Shares as
          contemplated by the Pledge Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Proxy this 20th day
of March, 1998.


                                              FIRST ONTARIO LABOUR SPONSORED 
                                              INVESTMENT FUND LTD.


                                              Per:   
                                                  -----------------------------
                                                  Ken Delaney

                                 DIVIDEND ORDER

First Ontario hereby authorizes and directs the Corporation to pay all cash
dividends on the shares to the Pledgor.  This direction shall be:

(a)       suspended upon the occurrence of an Event of Default as that term is
          defined in the Pledge Agreement until such Event of Default shall be
          remedied; and

(b)       terminated upon the sale by First Ontario of the Pledged Shares
          pursuant to a realization by First Ontario upon the Pledged Shares as
          contemplated by the Pledge Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Dividend Order this
20th day of March, 1998.

                                              FIRST ONTARIO LABOUR SPONSORED 
                                              INVESTMENT FUND LTD.


                                              Per: 
                                                  -----------------------------
                                                  Ken Delaney





May 18, 1998