<PAGE>

                                                                    Exhibit 4.58

                          GLOBAL COMMUNICATIONS LIMITED

                                     - AND -

                       CANWEST GLOBAL COMMUNICATIONS CORP.

                                     - AND -

                           OSPREY MEDIA HOLDINGS INC.

                            SHARE PURCHASE AGREEMENT

                                JANUARY 24, 2003

                          OSLER, HOSKIN & HARCOURT LLP
                       DAVIES WARD PHILLIPS & VINEBERG LLP

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                                TABLE OF CONTENTS

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ARTICLE 1
         DEFINITIONS AND PRINCIPLES OF INTERPRETATION............................................    1
         1.1      Definitions....................................................................    1
         1.2      Certain Rules of Interpretation................................................   11
         1.3      Entire Agreement...............................................................   12
         1.4      Schedules and Exhibits.........................................................   13

ARTICLE 2
         PURCHASE AND SALE.......................................................................   14
         2.1      Action by Vendor and Purchaser.................................................   14
         2.2      Place of Closing...............................................................   14
         2.3      Tender.........................................................................   15

ARTICLE 3
         SHAREHOLDER LOAN AMOUNT AND SHARE PURCHASE PRICE........................................   15
         3.1      Advance of Shareholder Loan Amount.............................................   15
         3.2      Share Purchase Price...........................................................   15
         3.3      Payment of Aggregate Consideration.............................................   15
         3.4      Net Working Capital Adjustment.................................................   15
         3.5      Objection to Closing Statement.................................................   16
         3.6      Allocation of Share Purchase Price and Repayment of Shareholder Loans..........   17

ARTICLE 4
         REPRESENTATIONS AND WARRANTIES OF THE VENDOR............................................   17
         4.1      Incorporation and Registration.................................................   17
         4.2      Residence of the Vendor........................................................   17
         4.3      Right to Sell..................................................................   17
         4.4      Capitalization.................................................................   18
         4.5      Title to the Assets............................................................   18
         4.6      Due Authorization..............................................................   18
         4.7      Enforceability of Obligations..................................................   18
         4.8      Absence of Conflicting Agreements..............................................   18
         4.9      Regulatory Approvals...........................................................   19
         4.10     Financial Statements and Interim Financial Statements..........................   19
         4.11     Absence of Undisclosed Liabilities.............................................   19
         4.12     Absence of Changes and Unusual Transactions....................................   19
         4.13     Absence of Guarantees..........................................................   21
         4.14     Condition of Assets............................................................   21
         4.15     Inventories....................................................................   21
         4.16     Collectibility of Accounts Receivable..........................................   21
         4.17     Business in Compliance with Law................................................   21
         4.18     Governmental Authorizations....................................................   21
         4.19     Intellectual Property..........................................................   21
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                                TABLE OF CONTENTS
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         4.20     Owned Real Property............................................................   23
         4.21     Leased Real Property...........................................................   23
         4.22     Real Property Generally........................................................   24
         4.23     Environmental Matters..........................................................   25
         4.24     Employment Matters.............................................................   27
         4.25     Collective Agreements..........................................................   28
         4.26     Pension and Other Benefits.....................................................   28
         4.27     Insurance......................................................................   29
         4.28     Material Contracts.............................................................   29
         4.29     Litigation.....................................................................   30
         4.30     Tax Matters....................................................................   30
         4.31     Trade Allowances...............................................................   31
         4.32     No Subsidiaries................................................................   31
         4.33     Corporate Records..............................................................   31
         4.34     Books of Account...............................................................   32
         4.35     Customers and Suppliers........................................................   32
         4.36     Non-Arm's Length Transactions..................................................   32

ARTICLE 5
         REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.........................................   32
         5.1      Incorporation..................................................................   32
         5.2      Due Authorization..............................................................   32
         5.3      Enforceability of Obligations..................................................   33
         5.4      Absence of Conflicting Agreements..............................................   33
         5.5      Investment Canada..............................................................   33
         5.6      Litigation.....................................................................   33
         5.7      Financing......................................................................   33
         5.8      Competition Act Approval.......................................................   34

ARTICLE 6
         NON-WAIVER; SURVIVAL....................................................................   34
         6.1      Non-Waiver.....................................................................   34
         6.2      Nature and Survival............................................................   34

ARTICLE 7
         PURCHASER'S CONDITIONS PRECEDENT........................................................   35
         7.1      Truth and Accuracy of Representations of Vendor at the Closing Time............   35
         7.2      Performance of Obligations.....................................................   35
         7.3      Receipt of Closing Documentation...............................................   35
         7.4      Opinion of Counsel for Vendor..................................................   36
         7.5      Consents, Authorizations and Registrations.....................................   36
         7.6      No Proceedings.................................................................   36
         7.7      Encumbrances...................................................................   36
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                                TABLE OF CONTENTS
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         7.8      Directors and Officers.........................................................   36
         7.9      Closing Agreements.............................................................   37
         7.10     Hollinger ROFR.................................................................   37
         7.11     No Adverse Legislation.........................................................   37
         7.12     Operational Services Agreements................................................   37

ARTICLE 8
         VENDOR'S CONDITIONS PRECEDENT...........................................................   37
         8.1      Truth and Accuracy of Representations of the Purchaser at Closing Time.........   37
         8.2      Performance of Obligations.....................................................   38
         8.3      Receipt of Closing Documentation...............................................   38
         8.4      Opinion of Counsel for Purchaser...............................................   38
         8.5      Consents, Authorizations and Registrations.....................................   38
         8.6      No Proceedings.................................................................   38
         8.7      Closing Agreements.............................................................   39
         8.8      Hollinger ROFR.................................................................   39
         8.9      Operational Services Agreements................................................   39
         8.10     Purchaser's Certificate........................................................   39

ARTICLE 9
         OTHER COVENANTS OF THE PARTIES..........................................................   39
         9.1      Conduct of Business Prior to Closing...........................................   39
         9.2      Access for Investigation.......................................................   42
         9.3      Actions to Satisfy Closing Conditions..........................................   42
         9.4      Preservation of Records and Access to Personnel................................   42
         9.5      Accounts Receivable/Allowance for Doubtful Accounts............................   43
         9.6      Stub Period Returns............................................................   43
         9.7      Purchaser's Option if Damage, Etc..............................................   43
         9.8      Consent to Jurisdiction........................................................   44
         9.9      Defamation Insurance...........................................................   44
         9.10     Change of Website Address and Masthead.........................................   44
         9.11     LTD Employees..................................................................   44
         9.12     Excluded Employee..............................................................   45
         9.13     Inactive St. Catharines Employees..............................................   45
         9.14     Mutual Understanding Regarding Amendments......................................   45
         9.15     Inter-Affiliate Accounts.......................................................   45

ARTICLE 10
         INDEMNIFICATION.........................................................................   46
         10.1     Indemnification for Breaches of Covenants and Warranty, etc....................   46
         10.2     Indemnification Procedures for Third Party Claims and Governmental Orders......   47
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         10.3     Additional Indemnification Procedures for Remediation Orders and Remediation...   48
         10.4     Good Faith.....................................................................   50
         10.5     Disputes.......................................................................   50

ARTICLE 11
         GENERAL.................................................................................   51
         11.1     Public Notices.................................................................   51
         11.2     Expenses.......................................................................   51
         11.3     Notices........................................................................   51
         11.4     Assignment.....................................................................   52
         11.5     Arbitration....................................................................   52
         11.6     Amendment......................................................................   52
         11.7     Further Assurances.............................................................   52
         11.8     Execution and Counterparts.....................................................   53
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                                      -iv-

<PAGE>

         THIS SHARE PURCHASE AGREEMENT is made as of January 24, 2003.

BETWEEN:

                  GLOBAL COMMUNICATIONS LIMITED, a corporation governed by the
                  laws of Manitoba, (the "Vendor"),

                                     - and -

                  CANWEST GLOBAL COMMUNICATIONS CORP., a corporation governed by
                  the laws of Canada, ("CanWest"),

                                     - and -

                  OSPREY MEDIA HOLDINGS INC., a corporation governed by the laws
                  of Ontario, (the "Purchaser").

RECITALS:

A.       The Vendor beneficially owns and controls all of the issued and
         outstanding shares of the corporations listed in Exhibit A, each of
         which is governed by the laws of Canada (each a "Company" and,
         collectively, the "Companies").

B.       The Purchaser has agreed (a) to cause its wholly-owned subsidiary,
         Osprey Media Group Inc., to advance certain funds to the Companies so
         as to permit them to repay certain indebtedness to the Vendor and (b)
         to purchase from the Vendor all of the issued and outstanding shares of
         the Companies, and the Vendor has agreed (i) to cause the Companies to
         repay certain indebtedness to the Vendor and (ii) to sell to the
         Purchaser all of the issued and outstanding shares of the Companies,
         all on the terms and conditions of this Agreement.

C.       CanWest has agreed to provide the Purchaser with the indemnities set
         forth in this Agreement.

THEREFORE, the parties agree as follows:

                               ARTICLE 1
                  DEFINITIONS AND PRINCIPLES OF INTERPRETATION

1.1      DEFINITIONS

Whenever used in this Agreement, the following words and terms have the meanings
set out below:

         "ACCOUNTS PAYABLE" means amounts due and owing by the Companies to
         Employees, traders, suppliers and other Persons in the ordinary course
         of business but, for certainty, not including the Shareholder Loans;

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                                       -2-

         "ACCOUNTS RECEIVABLE" means accounts receivable, bills receivable,
         trade accounts, book debts and insurance claims recorded as receivable
         in the books and records of the Companies and any other amount due to
         the Companies including any refunds and rebates, and the benefit of all
         security (including cash deposits), guarantees and other collateral
         held by the Companies;

         "ACCRUED LIABILITIES" means accrued liabilities of the Companies
         incurred in the ordinary course of business, including the liabilities
         associated with prepaid subscriptions, deferred revenue, accruals in
         respect of Employees, customer rebates and allowances other than
         deferred income taxes and other deferred credits but, for certainty,
         not including the Shareholder Loans;

         "AFFILIATE" means, at any time, and with respect to any Person, any
         other Person that at such time, directly or indirectly through one or
         more intermediaries, Controls, or is Controlled by, or is under common
         Control with, such first Person. As used in this definition, "CONTROL"
         means the possession, directly or indirectly, of the power to direct or
         cause the direction of the management and policies of a Person, whether
         through the ownership of voting securities, by contract or otherwise;

         "AGGREGATE CONSIDERATION" has the meaning given it in Section 3.3;

         "AGREEMENT" means this Share Purchase Agreement, including all
         schedules, and all amendments or restatements, as permitted, and
         references to "ARTICLE" or "SECTION" mean the specified Article or
         Section of this Agreement;

         "ARBITRATION PROCEDURES" means the procedures described in Schedule
         1.1(a);

         "BALANCE SHEET" means the audited balance sheet of the Companies on a
         combined basis as at August 31, 2002, forming part of the Financial
         Statements, and including an audited opening balance sheet of the
         Companies on a combined basis as at August 31, 2001;

         "BENEFIT PLANS" means all plans, arrangements, agreements, programs,
         policies, practices or undertakings, to or by which any of the
         Companies or the Vendor is a party or bound or under which any of the
         Companies or the Vendor has any liability, relating to: (a) Pension
         Plans; (b) Insurance Plans; or (c) Compensation Plans, with respect to
         any Employees or former employees of the Companies (or any dependants
         or beneficiaries of any such Employees or former employees), other than
         Union Plans and Statutory Plans;

         "BUSINESS" means the business of owning, operating, publishing and
         distributing the newspapers and related publications and businesses,
         including the printing operations, identified in Exhibit A;

         "BUSINESS DAY" means any day, other than a Saturday or Sunday, on which
         the principal commercial banks in the Cities of Toronto and Winnipeg
         are open for commercial banking business during normal banking hours;

         "CANWEST" means CanWest Global Communications Corp.;

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                                       -3-

         "CANWEST/SOUTHAM INTELLECTUAL PROPERTY" means all intellectual property
         rights of CanWest and any of its Affiliates (other than the Companies)
         which are used by more than one of CanWest's Affiliates;

         "CLAIMS" means any written claim, demand, action, cause of action,
         grievance or complaint, but excluding any Remediation Order and
         proceedings with respect to Remediation Orders;

         "CLOSING" means the completion of the sale to and purchase by the
         Purchaser of the Purchased Shares under this Agreement;

         "CLOSING AGREEMENTS" means, collectively, the Pension and Employee
         Benefits Plans Agreement, the Transitional Services Agreement and the
         Non-Competition Agreement, substantially in the form attached as
         Exhibits B, C and D, respectively;

         "CLOSING DATE" means February 14, 2003;

         "CLOSING NET WORKING CAPITAL" has the meaning given it in Section 3.2;

         "CLOSING STATEMENT" has the meaning given it in Section 3.4;

         "CLOSING TIME" means 10:00 o'clock a.m., Toronto time, on the Closing
         Date or such other time on such date as the Parties may agree in
         writing as the time at which the Closing shall take place;

         "COLLECTIVE AGREEMENTS" means collective agreements and memoranda of
         settlement for the renewal of collective agreements with trade unions
         acting as bargaining agents for Employees by which any of the Companies
         is bound;

         "COMPANIES" has the meaning given it in Recital A;

         "COMPENSATION PLANS" means any and all employment benefits relating to
         bonus, commission, incentive pay or compensation, performance
         compensation, deferred compensation, profit sharing or deferred profit
         sharing, share purchase, share option, stock appreciation, phantom
         stock, vacation or vacation pay, sick pay, severance or termination
         pay, employee loans or separation from service benefits, or any other
         type of arrangement providing for compensation or benefits additional
         to base pay or salary;

         "COMPETITION ACT APPROVAL" means:

         (a)      the issuance of an advance ruling certificate ("ARC") pursuant
                  to Section 102 of the Competition Act (Canada) (the
                  "Competition Act") by the Commissioner of Competition
                  appointed under the Competition Act (the "Commissioner") to
                  the effect that he is satisfied that he would not have
                  sufficient grounds upon which to apply to the Competition
                  Tribunal for an order under Section 92 of the Competition Act
                  with respect to the transactions contemplated by this
                  Agreement and the Commissioner shall not have subsequently
                  withdrawn or purported to withdraw the ARC and the
                  Commissioner shall not have indicated that he has obtained new
                  information as a result of which he is no longer satisfied
                  that he

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                                       -4-

                  would not have sufficient grounds on which to apply to the
                  Competition Tribunal under Section 92 with respect to the
                  transactions contemplated by this Agreement; or

         (b)      the applicable waiting period under Section 123 of the
                  Competition Act has expired, and the Purchaser shall have been
                  advised in writing by the Commissioner that the Commissioner
                  does not currently intend to make an application for an order
                  under Section 92 of the Competition Act in respect of the
                  transactions contemplated by this Agreement and neither the
                  Commissioner nor any of his representatives shall have
                  rescinded or amended such advice and that any terms and
                  conditions attached to any such advice shall be acceptable to
                  the Purchaser and the Vendor;

         "COMPLETION REPORT" means a written report from a properly qualified
         consultant confirming that a Remediation has been completed in
         compliance with the Remediation Plan and Environmental Laws and shall
         include:

         (c)      a detailed description of the Remediation work performed;

         (d)      except where an SSRA has been performed, to the extent that
                  the consultant is able to do so within normal practices in the
                  consulting industry, a statement that the consultant is of the
                  opinion that any of the Environmental Conditions considered in
                  the Remediation Plan were addressed in accordance with the
                  Remediation Plan and that this conclusion was made in
                  accordance with all generally accepted engineering and
                  environmental practices;

         (e)      where an SSRA is performed, that the SSRA was conducted in
                  accordance with the requirements and procedures specified in
                  all applicable Environmental Laws and generally accepted
                  engineering and environmental practices; and

         (f)      copies of all test pit, borehole or monitoring well logs, test
                  reports, drawings, sketches and other information or materials
                  generally included in such reports in accordance with
                  generally accepted engineering and environmental practices;

         "CONFIDENTIAL INFORMATION MEMORANDUM" means the Confidential
         Information Memorandum dated March 2002 regarding selected small market
         daily and community newspapers of the Vendor;

         "CONTENT" means all text, data, information and graphics included in
         any newspapers, magazines, publications or websites published or
         operated by the Companies;

         "CONTRACT" means any contract, licence, lease, agreement, commitment,
         entitlement or engagement to which any of the Companies is a party or
         by which it is bound or under which any of the Companies has, or will
         have, any liability or contingent liability, and includes any
         quotation, order or tender for any contract which remains open for
         acceptance and any warranty, guarantee or commitment (express or
         implied);

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                                       -5-

         "EBITDA" means earnings before interest expense, income taxes,
         depreciation and amortization and before central charges and add-backs;

         "EMPLOYEES" means those individuals employed or retained by the
         Companies on a full-time, part-time or temporary basis, including those
         employees on disability leave, parental leave or other absence (other
         than the Excluded Employee);

         "ENCUMBRANCE" means any pledge, lien, charge, security interest, lease,
         title retention agreement, mortgage, restriction, development or
         similar agreement, easement, right-of-way, title defect, option or
         adverse claim, or encumbrance of any kind or character whatsoever,
         including the Hollinger ROFR;

         "ENVIRONMENT" means the natural environment as defined in any
         Environmental Laws and includes air, surface water, ground water, land
         surface, soil, subsurface strata and any sewer system;

         "ENVIRONMENTAL APPROVAL" means any approval, permit, certificate,
         licence, authorization, consent, agreement, instruction, direction,
         registration, or other similar approval issued, granted, conferred or
         required by a Governmental Authority pursuant to an Environmental Law
         with respect to the operations, business or assets of the Companies;

         "ENVIRONMENTAL CONDITION" means any condition or circumstance arising
         out of or in connection with the presence of any Hazardous Substance
         in, on, under or migrating from any Real Property at or prior to the
         Closing Date (other than any Hazardous Substance the existence of which
         is specifically disclosed in any of the environmental reports or other
         materials listed in Schedule 4.23) where: (i) any Governmental
         Authority issues a Remediation Order to the Purchaser, the Companies or
         the Vendor as a result or relating to such Hazardous Substance; or (ii)
         any Claim is commenced against the Purchaser or the Companies by any
         Person as a result of or relating to such Hazardous Substance;

         "ENVIRONMENTAL DEDUCTIBLE" has the meaning given it in Section 10.1(e);

         "ENVIRONMENTAL LAWS" means those Laws relating to the Environment in
         effect as of the Closing Date, and includes any Laws relating to the
         storage, generation, use, handling, manufacture, processing, labelling,
         advertising, sale, display, transportation, treatment, reuse,
         recycling, Release and disposal of Hazardous Substances, and excludes
         Occupational Health and Safety Laws;

         "EQUIPMENT" means fixed assets, machinery, equipment, fixtures,
         furniture, furnishings, vehicles, material handling equipment,
         implements, parts, tools, jigs, dies, molds, patterns and tooling,
         owned or used or held by the Companies, including any which are in
         storage or in transit, and other tangible property and facilities used
         by the Companies whether located in or on the premises of the Companies
         or elsewhere;

         "EQUIPMENT CONTRACTS" means motor vehicle leases, equipment leases,
         conditional sales contracts, title retention agreements and other
         similar agreements relating to equipment used by the Companies;

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                                       -6-

         "EXCLUDED EMPLOYEE" means Robert MacKenzie;

         "FINANCIAL STATEMENTS" means the audited financial statements for the
         Companies on a combined basis for the period September 1, 2001 to
         August 31, 2002, including the notes to such financial statements,
         together with the report of the Vendor's auditors thereon, a copy of
         which is annexed as Schedule 4.10(a);

         "GAAP" means the accounting principles recommended, from time to time,
         in the Handbook of the Canadian Institute of Chartered Accountants;

         "GOVERNMENTAL AUTHORITY" means any government, regulatory authority,
         governmental department, agency, commission, board, tribunal, dispute
         settlement panel or body, bureau, official, minister, Crown
         corporation, court or other law, rule or regulation-making entity
         having or purporting to have jurisdiction on behalf of any nation, or
         province or state or other geographic or political subdivision thereof;

         "GOVERNMENTAL AUTHORIZATION" means any authorization, approval,
         including any Environmental Approval, certificate, order, consent,
         directive, notice, licence, permit, variance, registration or similar
         right issued to or required by any of the Companies by or from any
         Governmental Authority;

         "GUARANTEES" means (i) the guarantee agreements by each of the
         Companies and each of its respective predecessors, each dated as of
         November 16, 2000 or November 22, 2000, made in favour of The Bank of
         Nova Scotia, as administrative agent, and concerning senior secured
         credit facilities of CanWest Media Inc., an Affiliate of CanWest and
         (ii) the guarantees provided by each of the Companies in connection
         with senior subordinated notes due in 2011 issued by CanWest Media Inc.
         pursuant to an Indenture dated as of May 17, 2001;

         "HAZARDOUS SUBSTANCE" means any pollutant, contaminant, waste of any
         nature, hazardous substance, hazardous material, toxic substance,
         prohibited substance, dangerous substance or dangerous good as defined,
         judicially interpreted or identified in any Environmental Laws
         including any asbestos or asbestos-containing materials;

         "HOLLINGER ROFR" means the right of first refusal of Hollinger Inc. and
         certain of its Affiliates to acquire the assets of the Companies;

         "INACTIVE ST. CATHARINES EMPLOYEES" means those former employees listed
         in Schedule 9.13 who are not actively engaged in the business of the
         St. Catharines Standard Group Inc.;

         "INTELLECTUAL PROPERTY" means all patents, copyrights, Trade-marks
         (including registrations of and applications for all of the foregoing
         in any jurisdiction and renewals, divisions, extensions and reissues,
         where applicable, relating thereto), trade secrets, confidential
         information, Technology and all other intellectual property rights of
         any kind or nature, other than CanWest/Southam Intellectual Property;

         "INTER-AFFILIATE ACCOUNTS" has the meaning given it in Section 9.14;

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                                       -7-

         "INSURANCE PLANS" means any and all employment benefits relating to
         disability or wage continuation during periods of absence from work
         (including short-term disability, long-term disability and workers'
         compensation), hospitalization, health, eye care, medical or dental
         treatments or expenses, life insurance, death or survivor's benefits
         and supplementary employment insurance, in each case regardless of
         whether or not such benefits are insured or self-insured;

         "INTERIM FINANCIAL STATEMENTS" means the in-house unaudited statements
         of profit and loss of each of the Publishing Groups for each of the
         four months ended September 30, October 31, November 30 and December
         31, 2002, together with comparisons to the corresponding four months of
         2001, copies of which are annexed as Schedule 4.10;

         "INVENTORIES" means inventories of the Companies of every kind and
         nature and wheresoever situate, including inventories of raw materials,
         works-in-progress, finished goods and by-products, spare parts,
         operating supplies and packaging materials;

         "LAWS" means applicable laws, statutes, by-laws, rules, regulations,
         orders, ordinances, protocols, codes, treaties, notices, directions and
         judicial, arbitral, administrative, ministerial or departmental
         judgements, awards or other requirements having the force of law of any
         Governmental Authority;

         "LEASED REAL PROPERTY" means premises used by the Companies which are
         leased, subleased, licensed or otherwise occupied by the Companies and
         the interest of the Companies in all fixtures and improvements situate
         on or forming part of such premises;

         "LENDERS" means the lenders to CanWest and/or its Affiliates under its
         senior secured lending facility, its senior subordinated notes and its
         subordinated notes;

         "LOSS" means any damage, loss, costs, liability or expense (including
         Remediation Costs) suffered or incurred in connection with a Claim or
         Remediation Order, including reasonable professional fees, reasonable
         legal fees on a solicitor and client basis and all costs incurred in
         investigating or pursuing a Claim or Remediation Order or any
         proceeding relating to a Claim or Remediation Order;

         "LTD EMPLOYEES" means all Employees who are not members of a union, are
         not actively engaged in the business of the Companies as of the Closing
         Date and are receiving benefits under any long-term disability plan, as
         set forth on Schedule 4.24;

         "MATERIAL ADVERSE EFFECT" means, in respect of any Company or the
         Companies as a whole, as the context requires, any condition, event or
         development which is or reasonably could be expected to result in or
         represent a material adverse effect or change, individually or in the
         aggregate, on or in the financial condition, assets, business,
         operations or prospects, results of operations, liabilities or rights
         of, or which has a significant adverse effect on the value of the
         business of, such Company, or of the Companies as a whole, as the case
         may be;

         "MATERIAL CONTRACT" means any (a) Collective Agreement; (b) Real
         Property Lease in respect of which the annual rent exceeds $25,000; (c)
         Trade-Mark license; (d) Pension

<PAGE>

                                       -8-

         Plan; and (e) Contract (i) involving a one-time cost or annual payments
         to or by any of the Companies in excess of $25,000, (ii) involving
         rights or obligations of any of the Companies that may reasonably
         extend beyond one year which cannot be terminated without penalty on
         less than three months notice and which has annual payments in excess
         of $25,000, (iii) which is outside the ordinary course of business, or
         (iv) containing any material restriction on the ability of any of the
         Companies to carry on its business;

         "NET WORKING CAPITAL" means, for the Companies on a combined basis, the
         aggregate of: cash and cash equivalents of the Companies; plus the
         value of all Accounts Receivable, less a reasonable allowance for
         doubtful accounts; plus the value of all Inventories; plus the value of
         prepaid expenses of the Companies; less the aggregate value of all
         Accounts Payable and Accrued Liabilities, the whole as determined in
         accordance with Schedule 3.4 and otherwise in accordance with GAAP;

         "NOTES" means the notes dated November 3, 2000 issued by each of the
         Companies (other than CanWest St. Catharines R.P. Holdings Inc.) to
         either Hollinger Canadian Newspaper, Limited Partnership or Southam
         Inc., which notes were subsequently assigned to the Vendor;

         "NOTICE" has the meaning given in Section 11.3;

         "OCCUPATIONAL HEALTH AND SAFETY LAWS" means all Laws relating in full
         or in part to the protection of employee or worker health and safety;

         "OPERATIONAL SERVICES AGREEMENTS" means the following agreements, each
         dated as of April 30, 2002: (a) the Advertising Representation
         Agreement between CanWest Media Sales Limited and each of the
         Companies; (b) the CanWest News Services Agreement between CanWest
         Publications Inc. and each of the Companies; (c) the CanWest Editorial
         Services Agreement between CanWest Publications Inc. and each of the
         Companies; and (d) the Electronic Distribution Agreement between
         Infomart Limited and each of the Companies;

         "OWNED REAL PROPERTY" means real property owned by the Companies
         including all fixtures and improvements situate on or forming part of
         such real property;

         "PARTIES" means the Vendor and the Purchaser collectively, and "Party"
         means any one of them;

         "PENSION PLANS" means all benefit plans relating to retirement or
         retirement savings including pension plans, pensions or supplemental
         pensions, "registered retirement savings plans" (as defined in the
         Income Tax Act (Canada)), "registered pension plans" (as defined in the
         Income Tax Act (Canada)) and "retirement compensation arrangements" (as
         defined in the Income Tax Act (Canada)) including SERAs;

         "PERMITTED ENCUMBRANCES" means the Encumbrances listed in Schedule
         1.1(b);

<PAGE>

                                       -9-

         "PERSON" means any individual, sole proprietorship, partnership, firm,
         entity, unincorporated association, unincorporated syndicate,
         unincorporated organization, trust, body corporate, Governmental
         Authority, and where the context requires, any of the foregoing when
         acting as trustee, executor, administrator or other legal
         representative;

         "PUBLISHING GROUPS" means: Brantford Expositer Group Inc., Flamborough
         Review Newspaper Inc., Hamilton Printing Group Inc., Niagara Newspaper
         Group Inc., Peninsula Newspaper Group Inc., St. Catharines Standard
         Group Inc., SOCN - Brabant Group (consisting of Ancaster News, Dundas
         Star News, Hamilton News -Mountain Edition, and Stoney Creek newspapers
         and related shoppers and administration), SOCN - Fairway Group
         (consisting of New Hamburg Independent, Cambridge Times, Guelph Tribune
         and Waterloo Chronicle newspapers and related shoppers and
         administration) and SOCN - Administration (consisting of administration
         for SOCN - Brabant Group and SOCN - Fairway Group);

         "PURCHASED SHARES" means all of the issued and outstanding shares in
         the capital of the Companies;

         "REAL PROPERTY" means the Owned Real Property and the Leased Real
          Property;

         "REAL PROPERTY LEASES" means all agreements to lease, leases, subleases
         or licences or other agreements or rights pursuant to which the
         Companies use or occupy the Leased Real Property;

         "RELEASE" has the meaning prescribed in any Environmental Laws and
         includes, any sudden, intermittent or gradual release, spill, leak,
         pumping, addition, pouring, emission, emptying, discharge, injection,
         escape, leaching, disposal, dumping, deposit, spraying, burial,
         abandonment, incineration, seepage, placement or introduction, whether
         accidental or intentional;

         "REMEDIATION" means any work reasonably required to:

         (a)      investigate, control, treat, extract, remediate, remove or
                  dispose of any Environmental Condition; and

         (b)      develop an SSRA to address any Environmental Condition and
                  implement any actions required in any such SSRA,

         and "REMEDIATE" has a similar meaning;

         "REMEDIATION COSTS" means the commercially reasonable out-of-pocket
         costs and expenses actually incurred with respect to a Remediation Plan
         and a Remediation;

         "REMEDIATION ORDER" means any legally binding administrative complaint,
         direction, order or sanction issued, filed, imposed or threatened by
         any Governmental Authority pursuant to any Environmental Laws and
         includes, any order requiring investigation or remediation of any site
         or any remediation or clean-up of any Hazardous Substance, or requiring
         that any Release or any other activity be reduced, modified or
         eliminated or

<PAGE>

                                      -10-

         requiring any form of payment or co-operation be provided to any
         Governmental Authority;

         "REMEDIATION PLAN" means a written plan developed by a properly
         qualified consultant to Remediate an Environmental Condition;

         "SERA" means a supplemental executive retirement arrangement;

         "SHAREHOLDER LOANS" means, collectively, the indebtedness of each of
         the Companies to the Vendor pursuant to the Notes;

         "SHAREHOLDER LOAN AMOUNT" means the amount of the principal and accrued
         interest outstanding under the Shareholder Loans on the Closing Date;

         "SHARE PURCHASE PRICE" has the meaning given it in Section 3.3;

         "SSRA" means a site specific risk assessment conducted in accordance
         with any Environmental Laws or the Guideline for Use at Contaminated
         Sites in Ontario and the Guidance on Site Specific Risk Assessment for
         Use at Contaminated Sites in Ontario (including, without limitation,
         any requirement regarding submission to, review by and approval by any
         Governmental Authority and any requirement for peer review);

         "STATUTORY PLANS" means statutory benefit plans with which the
         Companies are required to comply, including the Canada Pension Plan and
         plans administered pursuant to applicable health tax, workers'
         compensation and unemployment insurance legislation;

         "TAX RETURNS" includes, all returns, reports, declarations, elections,
         notices, filings, information returns and statements filed or required
         to be filed in respect of Taxes;

         "TAXES" means taxes, duties, fees, premiums, assessments, imposts,
         levies and other charges of any kind whatsoever imposed by any
         Governmental Authority, including all interest, penalties, fines,
         additions to tax or other additional amounts imposed in respect
         thereof, including those levied on, or measured by, or referred to as,
         income, gross receipts, profits, capital, transfer, land transfer,
         sales, goods and services, harmonized sales, use, value-added, excise,
         stamp, withholding, business, franchising, property, employer health,
         payroll, employment, health, social services, education and social
         security taxes, all surtaxes, all customs duties and import and export
         taxes, all licence, franchise and registration fees and all employment
         insurance, health insurance and Canada, Quebec and other government
         pension plan premiums or contributions;

         "TECHNOLOGY" means any computer software and hardware, equipment,
         device, tool, method, process, procedure, technique, formula, design,
         plan, technical information, research data, discovery, know-how,
         concept or invention, whether or not patentable, and any other subject
         matter of a technical or functional nature, but not including any
         CanWest/Southam Intellectual Property owned or used by the Companies;

         "TRADE-MARKS" means trade-marks, brand names, internet domain names,
         trade names, slogans, URLs, designs, graphics and logos, and other
         indicia of origin, whether or not

<PAGE>

                                      -11-

         registered or used by the Companies, but not including any
         CanWest/Southam Intellectual Property used by the Companies;

         "UNION PLANS" means benefit plans which are or are required to be
         established and maintained pursuant to a Collective Agreement and which
         are not maintained or administered by the Companies or any of their
         Affiliates; and

         "WORKING CAPITAL ADJUSTMENT" has the meaning given it in Section 3.4.

1.2      CERTAIN RULES OF INTERPRETATION

In this Agreement:

         (a)      CONSENT - Whenever a provision of this Agreement requires an
                  approval or consent and such approval or consent is not
                  delivered within the applicable time limit, then, unless
                  otherwise specified, the Party whose consent or approval is
                  required shall be conclusively deemed to have withheld its
                  approval or consent.

         (b)      CURRENCY - Unless otherwise specified, all references to money
                  amounts are to lawful currency of Canada.

         (c)      GOVERNING LAW - This Agreement is a contract made under and
                  shall be governed by and construed in accordance with the laws
                  of the Province of Ontario and the federal laws of Canada
                  applicable in the Province of Ontario.

         (d)      HEADINGS - Headings of Articles and Sections are inserted for
                  convenience of reference only and shall not affect the
                  construction or interpretation of this Agreement.

         (e)      INCLUDING - Where the word "including" or "includes" is used
                  in this Agreement, it means "including (or includes) without
                  limitation".

         (f)      NO STRICT CONSTRUCTION - The language used in this Agreement
                  is the language chosen by the Parties to express their mutual
                  intent, and no rule of strict construction shall be applied
                  against any Party.

         (g)      NUMBER AND GENDER - Unless the context otherwise requires,
                  words importing the singular include the plural and vice versa
                  and words importing gender include all genders.

         (h)      SEVERABILITY - If, in any jurisdiction, any provision of this
                  Agreement or its application to any Party or circumstance is
                  restricted, prohibited or unenforceable, such provision shall,
                  as to such jurisdiction, be ineffective only to the extent of
                  such restriction, prohibition or unenforceability without
                  invalidating the remaining provisions of this Agreement and
                  without affecting the validity or enforceability of such
                  provision in any other jurisdiction or without affecting its
                  application to other Parties or circumstances.

<PAGE>

                                      -12-

         (i)      STATUTORY REFERENCES - A reference to a statute includes all
                  regulations made pursuant to such statute and, unless
                  otherwise specified, the provisions of any statute or
                  regulation which amends, supplements or supersedes any such
                  statute or any such regulation.

         (j)      TIME - Time is of the essence in the performance of the
                  Parties' respective obligations.

         (k)      TIME PERIODS - Unless otherwise specified, time periods within
                  or following which any payment is to be made or act is to be
                  done shall be calculated by excluding the day on which the
                  period commences and including the day on which the period
                  ends and by extending the period to the next Business Day
                  following if the last day of the period is not a Business Day.

         (l)      GAAP - All accounting terms not otherwise defined in this
                  Agreement have the meanings assigned to them in accordance
                  with GAAP.

         (m)      KNOWLEDGE - Reference to the knowledge of the Vendor or the
                  Vendor's knowledge means to the best of the knowledge,
                  information and belief of Robert Calvert and the senior
                  executives of CanWest, after due enquiry (including due
                  enquiry of the publishers of the Companies).

         (n)      MADE AVAILABLE - Any reference to information or materials
                  being made available by the Vendor to the Purchaser shall mean
                  that such information or materials were, on or before the date
                  of this Agreement: (i) placed in the due diligence data room
                  located at the offices of Osler, Hoskin & Harcourt LLP,
                  counsel to the Vendor and reflected on the data room index
                  provided to the Purchaser or its representatives; or (ii)
                  provided directly to the Purchaser or its representatives by
                  CanWest or its Affiliates or any of their respective
                  representatives.

         (o)      DISCLOSURE SCHEDULES - Except as otherwise expressly provided
                  in this Agreement, disclosure in a Schedule shall not be
                  considered to be disclosure for the purposes of any other
                  Schedule.

1.3      ENTIRE AGREEMENT

This Agreement, together with the agreements and other documents required to be
delivered pursuant to this Agreement, constitutes the entire agreement between
the Parties and set out all the covenants, promises, warranties,
representations, conditions, understandings and agreements between the Parties
pertaining to the subject matter of this Agreement and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, except for the Confidentiality Agreement dated March 28, 2002. There
are no covenants, promises, warranties, representations, conditions,
understandings or other agreements, oral or written, express, implied or
collateral between the Parties in connection with the subject matter of this
Agreement except as specifically set forth in this Agreement and any document
required to be delivered pursuant to this Agreement.

<PAGE>

                                      -13-

1.4      SCHEDULES AND EXHIBITS

The schedules and exhibits to this Agreement, as listed below, are an integral
part of this Agreement:

<TABLE>
<CAPTION>
SCHEDULE/EXHIBIT                              DESCRIPTION
----------------                              -----------
<S>                        <C>
Exhibit A                  List of Companies and Publications/Operations

Exhibit B                  Form of Pension and Employee Benefits Plans Agreement

Exhibit C                  Form of Transitional Services Agreement

Exhibit D                  Form of Non-Competition Agreement

Exhibit E                  Form of Opinion of Kaye Scholer LLP

Exhibit F                  Form of Advertising Representation Agreement

Exhibit G                  Form of CanWest News Services Agreement

Exhibit H                  Form of CanWest Editorial Services Agreement

Exhibit I                  Form of Electronic Distribution Agreement

Schedule 1.1(a)            Arbitration Procedures

Schedule 1.1(b)            Permitted Encumbrances

Schedule 3.4               Net Working Capital Calculation

Schedule 3.6               Allocation of Share Purchase Price

Schedule 4.4               Capitalization

Schedule 4.10(a)           Financial Statements

Schedule 4.10(b)           Interim Financial Statements

Schedule 4.12              Changes and Unusual Transactions

Schedule 4.18              Governmental Authorizations

Schedule 4.19              Intellectual Property

Schedule 4.20              Owned Real Property

Schedule 4.21              Leased Real Property

Schedule 4.23              Environmental Matters

Schedule 4.24              Employment Matters

Schedule 4.25              Collective Agreements

Schedule 4.26              Pension and Benefit Plans

Schedule 4.28              Material Contracts

Schedule 4.29              Litigation

Schedule 4.30              Tax Matters
</TABLE>

<PAGE>

                                      -14-

<TABLE>
<S>                        <C>
Schedule 4.35              Commercial Print Customers

Schedule 4.36              Services Provided to the Companies

Schedule 9.12              Inactive St. Catharines Employees
</TABLE>

                                   ARTICLE 2
                                PURCHASE AND SALE

2.1      ACTION BY VENDOR AND PURCHASER

Subject to the provisions of this Agreement, at the Closing Time:

         (a)      REPAYMENT OF SHAREHOLDER LOANS - the Purchaser shall cause its
                  wholly-owned subsidiary, Osprey Media Group Inc., to advance
                  the Companies the Shareholder Loan Amount and the Vendor shall
                  cause the Companies to use such funds to repay the Shareholder
                  Loans in full, all as provided in Section 3.3;

         (b)      RELEASE OF OBLIGATIONS UNDER THE SHAREHOLDER LOANS - the
                  Vendor shall deliver to the Companies a full release of all of
                  the obligations of the Companies under the Shareholder Loans;

         (c)      PURCHASE AND SALE OF PURCHASED SHARES - the Vendor shall sell
                  and the Purchaser shall purchase the Purchased Shares;

         (d)      PAYMENT OF SHARE PURCHASE PRICE - the Purchaser shall pay the
                  Share Purchase Price to the Vendor, as provided in Sections
                  3.2 and 3.3;

         (e)      TRANSFER AND DELIVERY OF THE PURCHASED SHARES - the Vendor
                  shall transfer and deliver to the Purchaser share certificates
                  representing the Purchased Shares duly endorsed in blank for
                  transfer, or accompanied by irrevocable security transfer
                  powers of attorney duly executed in blank, in either case by
                  the holders of record, and shall take such steps as shall be
                  necessary to cause each of the Companies to enter the
                  Purchaser or its nominee(s) upon the books of such Company as
                  the holder of the relevant Purchased Shares and to issue one
                  or more share certificates to the Purchaser or its nominee(s)
                  representing the relevant Purchased Shares; and

         (f)      OTHER DOCUMENTS - the Vendor and Purchaser shall deliver such
                  other documents as may be necessary to complete the
                  transactions provided for in this Agreement.

2.2      PLACE OF CLOSING

The Closing shall take place at the Closing Time at the offices of Osler, Hoskin
& Harcourt LLP, counsel to the Vendor, located at 1 First Canadian Place,
Toronto, Ontario, or at such other place as may be agreed upon by the Vendor and
the Purchaser.

<PAGE>

                                      -15-

2.3      TENDER

Any tender of documents or money under this Agreement may be made upon the
Parties or their respective counsel. Money shall be tendered under this
Agreement by wire transfer of immediately available funds to the account
specified by the receiving Party.

                                   ARTICLE 3
                SHAREHOLDER LOAN AMOUNT AND SHARE PURCHASE PRICE

3.1      ADVANCE OF SHAREHOLDER LOAN AMOUNT

No later than three (3) days prior to the Closing Date, the Vendor shall provide
written notice to the Purchaser of the Shareholder Loan Amount, together with
each Company's proportionate share thereof. On Closing, the Purchaser shall
cause its wholly-owned subsidiary, Osprey Media Group Inc., to advance to each
of the Companies an amount equal to such Company's proportionate share of the
Shareholder Loan Amount and the Vendor shall cause the Companies to repay the
Shareholder Loans.

3.2      SHARE PURCHASE PRICE

Subject to Section 3.4, the aggregate amount to be paid by the Purchaser to the
Vendor for the Purchased Shares (the "Share Purchase Price"), exclusive of all
applicable sales and transfer taxes, shall be the amount of $193.5 million, (a)
less the Shareholder Loan Amount, (b) plus the amount, if any, by which the Net
Working Capital as at the close of business on the Closing Date (the "Closing
Net Working Capital") exceeds $4 million, and (c) less the amount, if any, by
which the Closing Net Working Capital is less than $4 million.

3.3      PAYMENT OF AGGREGATE CONSIDERATION

The Purchaser shall cause its wholly-owned subsidiary, Osprey Media Group Inc.,
to advance the Shareholder Loan Amount and shall pay and satisfy the Share
Purchase Price (such amounts, collectively, the "Aggregate Consideration") by:
(a) causing its wholly-owned subsidiary, Osprey Media Group Inc., to advance the
Shareholder Loan Amount in cash to, or as directed by, the Companies; (b) paying
the amount by which $193.5 million exceeds the Shareholder Loan Amount in cash
to the Vendor; and (c) paying the Working Capital Adjustment, if applicable, to
the Vendor in accordance with Section 3.4.

3.4      NET WORKING CAPITAL ADJUSTMENT

As soon as reasonably practical after the Closing Date and in any event not
later than 60 days thereafter, the Purchaser shall prepare and deliver to the
Vendor a statement of the Closing Net Working Capital ("Closing Statement")
which takes into account the transactions to reduce or settle Inter-Affiliate
Accounts as described in Section 9.15 and which has been audited by the
Purchaser's auditors in accordance with generally accepted auditing standards.
The Purchaser and the Vendor and their respective auditors shall co-operate in
the preparation of the Closing Statement and the Purchaser shall provide the
Vendor and its auditors with access to the relevant Employees and auditors'
working papers and any other documents considered necessary by the Vendor's
auditors to review the Closing Statement. Subject to Section 3.5, within 10 days
after

<PAGE>

                                      -16-

delivery by the Purchaser to the Vendor of the Closing Statement, if the Closing
Net Working Capital exceeds $4 million, the Purchaser shall pay to the Vendor
the amount of the excess as an adjustment to the Share Purchase Price and, if
the Closing Net Working Capital is less than the $4 million, the Vendor shall
pay to the Purchaser the amount of the difference as an adjustment to the Share
Purchase Price (each of such amounts being the "Working Capital Adjustment").
The Working Capital Adjustment shall be paid in cash together with an additional
amount payable in cash compounded monthly from the Closing Date to the date of
payment at the rate of 10% per annum.

3.5      OBJECTION TO CLOSING STATEMENT

         (a)      DELIVERY OF OBJECTION NOTICE - In the event that the Vendor
                  objects in good faith to any aspect of the Closing Statement,
                  the Vendor shall so advise the Purchaser by delivery to the
                  Purchaser of a written notice (the "Objection Notice") within
                  10 days after the delivery to the Vendor of the Closing
                  Statement. The Objection Notice shall set out the reasons for
                  the Vendor's objection, as well as the amount under dispute
                  and reasonable details of the calculation of such amount.

         (b)      AGREEMENT OF PARTIES - In the event that the Parties agree on
                  a resolution of the dispute set out in the Objection Notice,
                  the Parties shall confirm this resolution in writing and shall
                  thereafter be bound by such resolution.

         (c)      ARBITRATION - In the event that the Parties are unable to
                  settle any dispute with respect to the Closing Statement
                  within 15 days after the delivery by the Vendor to the
                  Purchaser of the Objection Notice, the dispute shall
                  forthwith, and in any event within 30 days after the delivery
                  by the Vendor to the Purchaser of the Objection Notice, be
                  referred to Deloitte & Touche LLP as arbitrator. The
                  arbitration shall, except to the extent provided for in this
                  Section 3.5(c), be conducted in Toronto in accordance with the
                  Arbitration Procedures. Arbitration under this Section 3.5(c)
                  shall be in substitution for and precludes the bringing of any
                  action in any court in connection with any objection made by
                  the Vendor pursuant to this Section 3.5(c).

         (d)      DETERMINATION OF ARBITRATOR - The determination of the
                  arbitrator shall be delivered to each of the Vendor and the
                  Purchaser within 30 days after the date on which the dispute
                  was referred to it and the determination of the arbitrator
                  shall be final and binding on all Parties. The Closing
                  Statement and the Share Purchase Price shall be adjusted in
                  accordance with the determination of the arbitrator.

         (e)      PAYMENT IN ACCORDANCE WITH DETERMINATION - Within 5 days after
                  resolution, by agreement of the Parties, of the dispute which
                  was the subject of the Objection Notice or, failing such
                  resolution, within 5 days after the final determination of the
                  arbitrator, the Vendor or the Purchaser, as the case may be,
                  shall pay to the other the amount by which the Share Purchase
                  Price is to be adjusted as a result of such resolution or
                  final determination in the manner contemplated by Section 3.4.

<PAGE>

                                      -17-

3.6      ALLOCATION OF SHARE PURCHASE PRICE AND REPAYMENT OF SHAREHOLDER LOANS

The Share Purchase Price shall be allocated in accordance with the provisions of
Schedule 3.6. The Vendor and the Purchaser agree to report the purchase and sale
of the Purchased Shares in any returns required to be filed under the Income Tax
Act (Canada) and other taxation statute, in accordance with the provisions of
Schedule 3.6. The Vendor and the Purchaser agree to report the repayment of the
Shareholder Loans in any returns required to be filed under the Income Tax Act
(Canada) and other taxation statutes in accordance with the provisions of
Section 3.1.

                                   ARTICLE 4
                  REPRESENTATIONS AND WARRANTIES OF THE VENDOR

The Vendor represents and warrants to the Purchaser and acknowledges and agrees
that the Purchaser is relying on such representations and warranties in entering
into the Agreement, as follows:

4.1      INCORPORATION AND REGISTRATION

Each of the Companies is a corporation validly existing under the laws of Canada
and has all necessary corporate power, authority and capacity to own its
property and assets and to carry on its business as currently conducted. Neither
the nature of its business nor the location or character of the property owned
or leased by each of the Companies requires it to be registered, licensed or
otherwise qualified as an extra-provincial or foreign corporation in any
jurisdiction and other than jurisdictions where the failure to be so registered,
licensed or otherwise qualified would not have a Material Adverse Effect on such
Company.

4.2      RESIDENCE OF THE VENDOR

The Vendor is not a non-resident of Canada for the purposes of the Income Tax
Act (Canada).

4.3      RIGHT TO SELL

The Vendor is a corporation duly incorporated and validly existing under the
laws of Manitoba. The Vendor is the registered and beneficial owner of the
Purchased Shares free and clear of all Encumbrances other than the Permitted
Encumbrances. The Vendor has the exclusive right to dispose of the Purchased
Shares as provided in this Agreement and such disposition will not violate,
contravene, breach or offend against or result in any default under any
indenture, mortgage, lease, agreement, obligation, instrument, charter or by-law
provision, order, judgment, decree, licence, permit or Laws, to which the Vendor
is a party or subject or by which the Vendor is bound or affected other than (a)
any violations or defaults which would not have a Material Adverse Effect on any
of the Companies or affect the ability of the Purchaser to acquire the Purchased
Shares, and (b) under the Permitted Encumbrances which will be discharged prior
to Closing. The Purchased Shares are not subject to the terms of any
shareholders agreement, pooling agreement, voting trust or other agreement or
understanding with respect to the voting of the Purchased Shares.

<PAGE>

                                      -18-

4.4      CAPITALIZATION

The authorized and issued share capital of each of the Companies is as set forth
in Schedule 4.4. All of the Purchased Shares have been duly and validly issued
and are outstanding as fully paid and non-assessable shares. Except for the
Permitted Encumbrances, there are no outstanding agreements, warrants, options,
rights or privileges, pre-emptive or contractual, capable of becoming an
agreement, including convertible or exchangeable securities, to subscribe for,
purchase or otherwise acquire or otherwise obligating any of the Companies to
issue, any shares of the Companies or securities convertible into or
exchangeable for shares or other forms of ownership interests of the Companies.

4.5      TITLE TO THE ASSETS

Each of the Companies is the sole beneficial owner of all of its assets, real
and personal (other than the Intellectual Property and assets which are leased
or licensed), with good and valid title, subject only to Permitted Encumbrances.
In particular, without limiting the generality of the foregoing, there has been
no assignment, subletting or granting of any licence (of occupation or
otherwise) of or in respect of any Company's assets or any granting of any
agreement or right capable of becoming an agreement or option for the purchase
of any of such assets other than (a) pursuant to the provisions of, or as
disclosed in this Agreement, or (b) by reason of certain Permitted Encumbrances
which will be discharged prior to Closing. With the exception of inventory in
transit, all the tangible assets used in the businesses of the Companies are
situate at the Owned Real Properties or the Leased Real Properties. As of the
Closing Time, the Companies will own or lease sufficient assets, property and
rights or have contractual entitlements through the Closing Agreements and the
Operational Services Agreements to enable them collectively to carry on the
Business in the ordinary course and consistent with past practice, except for
those services noted on Schedule 4.36 as services which the Vendor is not
providing in such agreements and which the Purchaser is replacing.

4.6      DUE AUTHORIZATION

The Vendor has all necessary corporate power, authority and capacity to enter
into this Agreement and to carry out its obligations under this Agreement. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized by all
necessary corporate action on the part of the Vendor.

4.7      ENFORCEABILITY OF OBLIGATIONS

This Agreement constitutes a valid and binding obligation of the Vendor
enforceable against it in accordance with its terms.

4.8      ABSENCE OF CONFLICTING AGREEMENTS

Except for the consents listed in Schedule 4.21, the Permitted Encumbrances and
the requirement for Competition Act Approval, none of the Companies is a party
to, bound or affected by or subject to any indenture, mortgage, lease,
agreement, obligation, instrument, charter or by-law provision, order, judgment,
decree, licence, Laws or Governmental Authorizations which would be violated,
contravened, breached by, or under which default would occur or an Encumbrance

<PAGE>

                                      -19-

would be created as a result of the execution and delivery of this Agreement or
any other agreement to be entered into under the terms of this Agreement, or the
performance by the Vendor or any of the Companies of any of its obligations
under this Agreement or any other agreement to be entered into under the terms
of this Agreement, except for any violation, contravention or breach which would
not result in a Material Adverse Effect on any of the Companies.

4.9      REGULATORY APPROVALS

Other than Competition Act Approval and the filing of pension plan documentation
with applicable regulatory authorities, no approval, order, consent of or filing
with any Governmental Authority is required on the part of the Vendor or any of
the Companies in connection with the execution, delivery and performance of this
Agreement or any other documents and agreements to be delivered under this
Agreement or the performance of the Vendor's obligations under this Agreement or
any other documents and agreements to be delivered under this Agreement.

4.10     FINANCIAL STATEMENTS AND INTERIM FINANCIAL STATEMENTS

         (a)      The Financial Statements have been prepared in accordance with
                  GAAP and present fairly:

                  (i)      the assets, liabilities and financial position of the
                           Companies on a combined basis as at August 31, 2002;
                           and

                  (ii)     the sales, earnings, results of operations and
                           changes in financial position of the Companies on a
                           combined basis for the twelve-month period ended
                           August 31, 2002;

                  and there has been no material adverse change in the financial
                  position of the Companies from those reflected in the
                  Financial Statements.

         (b)      The Interim Financial Statements have been prepared on a basis
                  consistent with past practice and consistent with the interim
                  financial statements included in the Confidential Information
                  Memorandum (except for any adjustments to normalize EBITDA).

4.11     ABSENCE OF UNDISCLOSED LIABILITIES

At the Closing Date, the Companies will not have incurred any financial
liabilities or financial obligations (whether accrued, absolute, contingent or
otherwise) in an amount, individually or in the aggregate, in excess of $500,000
which continue to be outstanding, except: (a) as disclosed in the Financial
Statements; (b) as reflected on the Closing Statement; or (c) those liabilities
or obligations to Employees or former Employees of the Companies in respect of
their pension and post-retirement non-pension benefits.

4.12     ABSENCE OF CHANGES AND UNUSUAL TRANSACTIONS

Except as described in Schedule 4.12, since August 31, 2002 or as contemplated
by Section 9.15 of this Agreement:

<PAGE>

                                      -20-

         (a)      there has not been any material change in the financial
                  condition, or operations of any of the Companies;

         (b)      there has not been any damage, destruction, loss, labour
                  dispute, organizing drive, application for certification or
                  other event, development or condition of any character
                  (whether or not covered by insurance) materially and adversely
                  affecting the business, assets or properties of any of the
                  Companies;

         (c)      none of the Companies has transferred, assigned, sold or
                  otherwise disposed of any of the assets shown or reflected in
                  the Balance Sheet or cancelled any debts or entitlements
                  except, in each case, in the ordinary course of business and
                  consistent with past practice;

         (d)      none of the Companies has granted any bonuses or made any
                  general wage or salary increases in respect of its Employees,
                  other than as provided for in the Collective Agreements, or
                  changed the terms of employment for any Employee in any
                  material respect, except in the ordinary course of business
                  and consistent with past practice and as disclosed to the
                  Purchaser;

         (e)      except as disclosed as a Permitted Encumbrance, none of the
                  Companies has mortgaged, pledged, subjected to lien, granted a
                  security interest in or otherwise encumbered any of its assets
                  or property, whether tangible or intangible;

         (f)      other than cash distributions made by the Companies to the
                  Vendor and/or its Affiliates and set-offs of accounts payable
                  and accounts receivable as between the Companies and the
                  Vendor and/or its Affiliates, none of the Companies, directly
                  or indirectly, has declared or paid any dividends or declared
                  or made any other payments or distributions on or in respect
                  of any of its shares;

         (g)      none of the Companies has, directly or indirectly, purchased
                  or otherwise acquired any of its shares;

         (h)      there has been no gift by any of the Companies, other than
                  donations made in the ordinary course of business and
                  consistent with past practice and disclosed to the Purchaser;

         (i)      there has been no sale or other disposition by the Companies
                  of any single fixed or capital asset having a fair market
                  value, in excess of $50,000 and, in the case of all sales and
                  dispositions, in excess of $250,000 in the aggregate;

         (j)      there have been no capital expenditures by the Companies, in
                  the case of any single capital expenditure, in excess of
                  $250,000 and, in the case of all capital expenditures, in
                  excess of $1 million in the aggregate;

         (k)      there has been no material change in the manner of billings,
                  or the credit terms made available to, any customers of the
                  Companies; and

         (l)      none of the Companies has authorized, agreed or otherwise
                  become committed to do any of the foregoing.

<PAGE>

                                      -21-

4.13     ABSENCE OF GUARANTEES

Except for the Guarantees or in respect of Permitted Encumbrances which will be
discharged on or prior to Closing, none of the Companies has given or agreed to
give, or is not a party to or bound by, any guarantee, surety or indemnity in
respect of indebtedness, or other obligations, of any Person, or any other
commitment by which any of the Companies is, or is contingently, responsible for
such indebtedness or other obligations.

4.14     CONDITION OF ASSETS

The Equipment taken as a whole is in good condition, repair and (where
applicable) proper working order, having regard to their use and age, normal
wear and tear excepted.

4.15     INVENTORIES

All Inventories are valued on the books of the Companies at cost. Inventories
are merchantable or usable and are in quantities usable or saleable in the
ordinary course of business. The Inventory levels of the Companies have been
maintained at those amounts as are required for the operation of the business of
the Companies as previously conducted and those Inventory levels are adequate
for that operation.

4.16     COLLECTIBILITY OF ACCOUNTS RECEIVABLE

The Accounts Receivable are good and collectible at the aggregate recorded
amounts, except to the extent of any reserves provided for such accounts in the
books and records of the Companies and, to the knowledge of the Vendor, are not
subject to any defence, counterclaim or set-off.

4.17     BUSINESS IN COMPLIANCE WITH LAW

The operations of the Companies have been and are now conducted in compliance,
in all material respects, with all Laws of each jurisdiction in which the
Companies carry on or have carried on business and the Companies have not
received any notice of any alleged violation of any such Laws which has not been
cured.

4.18     GOVERNMENTAL AUTHORIZATIONS

The Governmental Authorizations listed in Schedule 4.18 are all the material
authorizations required by each of the Companies to enable it to carry on its
business in compliance with all Laws. Such Governmental Authorizations are in
full force and effect in accordance with their terms and there have been no
violations of such Governmental Authorizations and no proceedings are pending
or, to the knowledge of the Vendor, threatened, which could result in their
revocation or limitation, except for any violations which individually or in the
aggregate would not have a Material Adverse Effect on any of the Companies.

4.19     INTELLECTUAL PROPERTY

         (a)      Schedule 4.19 sets forth a complete list and brief description
                  of all Intellectual Property used by the Companies which has
                  been registered by or on behalf of the

<PAGE>

                                      -22-

                  Companies or for which applications for registration have been
                  filed (the "Listed Intellectual Property").

         (b)      The Intellectual Property owned by the Companies or in respect
                  of which the Companies' have valid licences comprises all
                  intellectual property rights, including all trade-marks, trade
                  names, business names, domain names, know how, copyrights and
                  brand marks, necessary to conduct the business of the
                  Companies.

         (c)      The registrations of the Listed Intellectual Property are
                  valid and subsisting. All applications for the Listed
                  Intellectual Property have been duly filed and are being
                  diligently prosecuted and there is no written objection or
                  opposition or, to the knowledge of the Vendor, threatened
                  objection or opposition, to the registration of the Listed
                  Intellectual Property which, if successful, would have a
                  Material Adverse Effect on any of the Companies. The Companies
                  do not register copyrights in the normal course of operations.
                  To the knowledge of the Vendor, the practice of the Companies
                  with respect to registering or applying to register the
                  Intellectual Property owned by the Companies, and to
                  protecting the Companies' rights in the Intellectual Property
                  owned or used by the Companies, is consistent with practices
                  generally prevailing in the newspaper publishing industry in
                  Canada.

         (d)      Except as disclosed in Schedule 4.19, the Companies are the
                  beneficial owners of all right, title and interest in and to
                  the Listed Intellectual Property and, to the knowledge of the
                  Vendor, all other Intellectual Property used by the Companies,
                  except for any Intellectual Property used by the Companies
                  which is licensed to the Companies. The Intellectual Property
                  which is not owned by the Companies is being used by the
                  Companies only with the consent of or licence from the
                  rightful owner and all such licences are in full force and
                  effect.

         (e)      Schedule 4.19 sets forth an accurate and complete list of (i)
                  all material licenses or other agreements with third persons
                  and Affiliates of the Vendor pursuant to which the Companies
                  have acquired rights to use Intellectual Property owned by
                  such Persons, and (ii) all material licenses or other
                  agreements pursuant to which the Companies have granted any
                  Persons the right to use any Intellectual Property owned or
                  used by the Companies. All such licenses and agreements are in
                  writing, valid and binding on the other parties to such
                  agreements, or in the case of licences to Affiliates of the
                  Vendor, will be on Closing, and except as disclosed in
                  Schedule 4.19, assignable to the Purchaser. Copies of all
                  material third party licenses have been delivered to the
                  Purchaser.

         (f)      Except as disclosed in Schedule 4.19, the Intellectual
                  Property owned by the Companies is in full force and effect in
                  all material respects and has not been used or enforced or
                  failed to be used or enforced in a manner that would result in
                  its abandonment, cancellation or unenforceability, except to
                  the extent such failure to use or enforce would not have a
                  Material Adverse Effect on any of the Companies. Except as
                  disclosed on Schedule 4.19, none of the Companies has

<PAGE>

                                      -23-

                  sold, assigned, transferred or otherwise disposed of any
                  proprietary interest that it has at any time owned in any
                  Intellectual Property.

         (g)      Except as disclosed in Schedule 4.19, the Vendor has not
                  received notice of, nor is it party to, any Claim of adverse
                  ownership, invalidity or other opposition to or conflict in
                  respect of any of the Intellectual Property owned or used by
                  the Companies nor is there any pending or, to the knowledge of
                  the Vendor, threatened Claim, whether or not in writing,
                  against the Companies relating to such Intellectual Property.

         (h)      Except as disclosed in Schedule 4.19, none of the products or
                  services which the Companies produce, use, sell or distribute,
                  the processes, methods, or materials used by the Companies,
                  including the Content, or the use of any of the Intellectual
                  Property owned or used by the Companies breaches, violates,
                  infringes or interferes with any intellectual property rights
                  of any third Person or requires any material payment for the
                  use of any intellectual property right of a third Person
                  (other than payment for content to third party providers of
                  content in the ordinary course of business), except for any
                  breaches which individually or in the aggregate would not have
                  a Material Adverse Effect on any of the Companies.

4.20     OWNED REAL PROPERTY

Schedule 4.20 sets forth a complete list of the Owned Real Property. Except as
disclosed in Schedule 4.20, the Company identified in Schedule 4.20 is the legal
and beneficial owner of the Owned Real Property set forth beside its name and
has good title in fee simple to such Owned Real Property and the unrestricted
right to sell such Owned Real Property, subject only to Permitted Encumbrances.

4.21     LEASED REAL PROPERTY

         (a)      Schedule 4.21 sets forth a complete list of the Leased Real
                  Property by reference to municipal address and Real Property
                  Leases by reference to all relevant documents including
                  details of parties thereto, dates of documents, expiry dates
                  and lease payments.

         (b)      Except as set out in Schedule 4.21, the Real Property Leases
                  have not been altered or amended and are in full force and
                  effect.

         (c)      There are no material agreements or understandings between the
                  landlord and tenant, or sublandlord and subtenant, or other
                  relevant parties, other than as contained in the Real Property
                  Leases, pertaining to the rights and obligations of the
                  parties thereto relating to the use and occupation of the
                  Leased Real Property.

         (d)      All interests held by the Companies as lessee or occupant
                  under the Real Property Leases are subject only to Permitted
                  Encumbrances.

         (e)      All payments required to be made by the Companies pursuant to
                  the Real Property Leases have been paid and none of the
                  Companies is in default in

<PAGE>

                                      -24-

                  meeting any obligations under any Real Property Lease which
                  would entitle a landlord thereunder to terminate such Real
                  Property Lease.

         (f)      To the knowledge of the Vendor, none of the landlords or
                  sublandlords under any of the Real Property Leases is in
                  default in any material respect in meeting any of its
                  obligations under Real Property Leases to which it is a party.

         (g)      The Companies do not have any option, right of first refusal
                  or other contractual right relating to the Leased Real
                  Property, other than as set out in the Real Property Leases.

4.22     REAL PROPERTY GENERALLY

         (a)      The Companies do not use or occupy any properties or premises
                  other than the Real Property.

         (b)      The improvements and fixtures situated on the Real Property
                  are in good working condition and repair, having regard to
                  their use and age, normal wear and tear excepted.

         (c)      Each of the Companies has such rights of entry and exit to and
                  from the Real Property as are reasonably necessary to carry on
                  its business upon the Real Property as it is currently carried
                  on.

         (d)      No Person has any right to purchase any of the Real Property,
                  and no Person other than the Companies are using or has any
                  right to use, as tenant, or is in possession or occupancy of,
                  any part of such Real Property.

         (e)      Except for the Permitted Encumbrances, the Companies have not
                  granted any option, right of first refusal or other
                  contractual rights with respect to the encumbrancing,
                  acquisition or disposition of any of the Real Property or any
                  interest therein.

         (f)      Except for the Permitted Encumbrances, the Companies have not
                  entered into any agreement to sell, transfer, encumber, or
                  otherwise dispose of or impair the right, title and interest
                  of the Companies in and to the Real Property.

         (g)      No part of the Real Property is subject to any building or use
                  restriction that restricts or would restrict in any material
                  respect or prevent the use and operation of the Real Property
                  as it has been used or operated in the ordinary course in the
                  past by the Companies.

         (h)      All accounts for work and services performed or materials
                  placed or furnished upon or in respect of the construction and
                  completion of any of the buildings, improvements or other
                  structures constructed on the Real Property have been fully
                  paid and no one is entitled to claim a lien under the
                  Construction Lien Act (Ontario) or other similar legislation
                  in other provinces for such work performed by or on behalf of
                  the Companies.

<PAGE>

                                      -25-

         (i)      There are no matters affecting the right, title and interest
                  of the Companies in and to the Real Property which, in the
                  aggregate, would materially adversely affect the ability of
                  any of the Companies after the Closing Date, to carry on its
                  business upon the Real Property as it has been carried on in
                  the ordinary course in the past.

         (j)      To the knowledge of the Vendor, (i) the buildings and other
                  structures located on the Owned Real Properties and the
                  operation and maintenance of those buildings and structures,
                  as now operated and maintained, comply in all material
                  respects with all applicable laws and regulations, municipal
                  or otherwise or constitute legal non-conforming uses, (ii)
                  none of those buildings or other structures encroaches in a
                  material respect upon any land not owned or leased by the
                  Companies, and (iii) there are no restrictive covenants,
                  municipal by-laws or other laws or regulations other than the
                  Permitted Encumbrances which in any way restrict or prohibit
                  the use in any material respect of those Owned Properties,
                  buildings or structures for the purposes for which they are
                  currently used in connection with the business of the
                  Companies.

         (k)      There are no expropriation or similar proceedings, actual or
                  threatened, of which the Vendor or any of the Companies has
                  received written notice against any of the Owned Real
                  Properties or any part thereof.

         (l)      The Companies manage the Owned Real Properties themselves and
                  at the Closing Time and thereafter there will be no Persons
                  employed by the Vendor or any agent thereof in respect of the
                  Owned Real Properties or their maintenance, operation or
                  leasing, for which the Purchaser or the Companies will or may
                  have responsibility or liability, whether under any applicable
                  legislation or otherwise at law or equity.

         (m)      There are no material outstanding obligations relating to any
                  written notice or order issued by any Governmental Authority
                  in respect of the Owned Real Properties alleging any
                  deficiency, non-compliance with any municipal agreements
                  (including any development or site plan agreements) building
                  restrictions, zoning or building laws or by-laws, building
                  codes or fire codes of which the Vendor or the Companies have
                  received written notice.

4.23     ENVIRONMENTAL MATTERS

Except as disclosed in any of the environmental reports or other materials
listed in Schedule 4.23:

         (a)      All operations of the Companies conducted on the Real Property
                  and the Real Property itself while occupied by the Companies
                  have been and are now in compliance with all Environmental
                  Laws and any Release by the Companies of any Hazardous
                  Substance into the Environment complied and complies with all
                  Environmental Laws, except for any non-compliance that would
                  not result in a Material Adverse Effect on the Companies.

<PAGE>

                                      -26-

         (b)      All material Environmental Approvals have been obtained, are
                  valid and in full force and effect, have been and are being
                  complied with in all material respects and there have been and
                  are no proceedings commenced or threatened to revoke or amend
                  any material Environmental Approval.

         (c)      None of the Companies or any of their operations has been or
                  is now the subject of any Remediation Order, nor, to the
                  knowledge of the Vendor, has any threat of any such
                  Remediation Order been made.

         (d)      None of the Companies has been prosecuted for or convicted of
                  any offence under any Environmental Law, nor have any of the
                  Companies been found liable in any proceeding to pay any fine,
                  penalty, damages, amount or judgment to any Person as a result
                  of any Release or threatened Release or as a result of the
                  breach of any Environmental Law and, to the knowledge of the
                  Vendor, there is no basis for any such proceeding or action.
                  There are no Claims, investigations, written complaints or
                  proceedings, including appeals and applications for review, in
                  progress, pending or, to the knowledge of the Vendor,
                  threatened against or relating to the Companies before any
                  Governmental Authority with respect to environmental matters;

         (e)      To the knowledge of the Vendor, except in compliance with
                  Environmental Laws, no part of the Real Property or any other
                  assets of the Companies has been used by any other Person as a
                  landfill or for the disposal of waste.

         (f)      To the knowledge of the Vendor, except in material compliance
                  with Environmental Laws, no asbestos or asbestos containing
                  materials are used, stored or otherwise present in or on the
                  Real Property or any other assets of the Companies and no
                  equipment, waste or other material containing polychlorinated
                  biphenyls (PCBs) are used, stored or otherwise present in or
                  on the Real Property or any other assets of the Companies.

         (g)      All environmental data and studies (including the results of
                  any environmental audit assessment or environmental management
                  system) in the possession of the Vendor which may disclose a
                  condition that could result in a Material Adverse Effect on
                  any of the Companies have been delivered or made available to
                  the Purchaser.

         (h)      To the knowledge of the Vendor, no Hazardous Substance is in,
                  on or under the Real Property or any other assets of the
                  Companies at concentrations which exceed any applicable
                  standards under Environmental Law.

         (i)      To the knowledge of the Vendor, there are no underground
                  storage tanks on the Real Property.

         (j)      To the knowledge of the Vendor, there is no Hazardous
                  Substance originating from any neighbouring or adjoining
                  properties which has migrated onto, into or under or is
                  migrating towards any of the Real Property or any other assets
                  of the

<PAGE>

                                      -27-

                  Companies at concentrations which exceed any applicable
                  standards under Environmental Law.

         (k)      To the knowledge of the Vendor, there is no Hazardous
                  Substance originating from any of the Real Property or any
                  other assets of the Companies which has migrated onto, or is
                  migrating towards any neighbouring and/or adjoining properties
                  at concentrations which exceed any applicable standards under
                  Environmental Law.

         (l)      Except for the Real Property, there are no other real
                  properties currently owned, leased, occupied or operated by or
                  on behalf of the Companies or over which the Companies have
                  charge, management or control.

Notwithstanding anything else in this Agreement, the representations and
warranties made in this Section 4.23 are the exclusive and only representations
and warranties made to the Purchaser pertaining to the Environment or compliance
with Environmental Laws.

4.24     EMPLOYMENT MATTERS

         (a)      A complete list of the Employees together with their titles,
                  service dates and base salaries and copies of all employment
                  agreements with the Employees for annual compensation in
                  excess of $100,000 have been made available to the Purchaser.
                  Schedule 4.24 sets forth a complete list of all such
                  employment agreements with Employees. There are no written
                  employment agreements with any of the publishers of the
                  Companies' newspapers. Except as disclosed in Schedule 4.24,
                  no Employee is on short-term or long-term disability leave,
                  parental leave or receiving benefits pursuant to the Workplace
                  Safety and Insurance Act (Ontario) or similar workers'
                  compensation legislation in other jurisdictions.

         (b)      There are no contracts of employment which are not terminable
                  on the giving of reasonable notice in accordance with
                  applicable Law, nor are there any Employees with contracts of
                  employment providing for cash or other compensation or
                  benefits upon, or in connection with the termination or
                  resignation of an Employee as a result of or following the
                  consummation of the transactions contemplated by this
                  Agreement.

         (c)      Except for the Benefit Plans or as disclosed in Schedule 4.24,
                  there are no material employment policies or plans, which are
                  binding upon any of the Companies.

         (d)      The Companies have been and are being operated in material
                  compliance with all Laws relating to employees, including
                  employment standards, Occupational Health and Safety Laws,
                  workers compensation, human rights, labour relations, and pay
                  equity. Except as disclosed in Schedule 4.24, there have been
                  no Claims nor, to the knowledge of the Vendor, are there any
                  threatened complaints under such employment-related Laws
                  against the Companies.

<PAGE>

                                      -28-

         (e)      All current assessments under the Workplace Safety and
                  Insurance Act (Ontario) and any similar workers compensation
                  legislation in other provinces in relation to the Companies
                  and all of their respective contractors and subcontractors
                  have been paid or accrued and the Companies have not been
                  subject to any special or penalty assessment under such
                  legislation which has not been paid.

4.25     COLLECTIVE AGREEMENTS

         (a)      Schedule 4.25 sets forth a complete list of the Collective
                  Agreements.

         (b)      Current and complete copies of all Collective Agreements have
                  been made available to the Purchaser.

         (c)      Except as disclosed in Schedule 4.25, there are no outstanding
                  or, to the knowledge of the Vendor, threatened unfair labour
                  practices or complaints or applications of any kind, including
                  any proceedings which could result in certification of a trade
                  union as bargaining agent for any Employees of the Companies,
                  not already covered by the Collective Agreements.

         (d)      There is no strike or lock out occurring or, to the knowledge
                  of the Vendor, threatened, affecting any of the Companies
                  which could have a Material Adverse Effect on any of the
                  Companies.

         (e)      The Companies do not have any pending arbitration cases that
                  might materially affect the value of any of the Companies or
                  lead to an interruption of its operations at any location.

4.26     PENSION AND OTHER BENEFITS

         (a)      Schedule 4.26 sets forth a complete list of the Benefit Plans.

         (b)      Current and complete copies of all written Benefit Plans have
                  been delivered or made available to the Purchaser together
                  with current and complete copies of the following documents
                  relating to the Benefit Plans:

                  (i)      the most recent trust agreements and funding
                           agreements;

                  (ii)     the most recent insurance contracts, investment
                           management agreements, subscription and participation
                           agreements;

                  (iii)    the most recent financial statements and actuarial
                           reports;

                  (iv)     the most recent annual information returns or other
                           filings and material correspondence with any
                           regulatory authority with whom the Benefit Plan is
                           registered; and

                  (v)      all booklets, summaries and manuals distributed to
                           any Employees or former employees concerning any
                           Benefit Plans.

<PAGE>

                                      -29-

         (c)      Except as disclosed in Schedule 4.26, each Benefit Plan is,
                  and has been, established, registered (where required),
                  qualified, administered and invested, in material compliance
                  with the terms of such Benefit Plan, any applicable Collective
                  Agreement and all Laws.

         (d)      Except as disclosed in Schedule 4.26, (i) there have been no
                  improvements, increases or changes to, or promised
                  improvements, increases or changes to, the benefits provided
                  under any Benefit Plan; and (ii) none of the Benefit Plans
                  provide for benefit increases or the acceleration of, or an
                  increase in, funding obligations that are contingent upon or
                  will be triggered by the entering into of this Agreement or
                  the completion of the transactions contemplated herein.

         (e)      All employer or employee payments, contributions or premiums
                  required to be remitted, paid to or in respect of each Benefit
                  Plan have been paid or remitted in a timely fashion in
                  accordance with its terms, any applicable Collective Agreement
                  and all Laws, and no Taxes, penalties or fees are owing or
                  exigible under any Benefit Plan.

         (f)      There is no investigation by a Governmental Authority, or
                  Claim by any Person (other than routine claims for payment of
                  benefits) pending or, to the knowledge of the Vendor,
                  threatened involving any Benefit Plan or their assets.

         (g)      The Companies have not received, or applied for, any payment
                  of surplus out of any Benefit Plan.

         (h)      All Employee data necessary to administer each Benefit Plan is
                  in the possession of the Companies and is complete, correct
                  and in a form which is sufficient for the proper
                  administration of the Benefit Plan in accordance with its
                  terms and all Laws.

         (i)      Other than the two Vendor's Retained Pension Plans (as defined
                  in the Pension and Employee Benefits Plans Agreement attached
                  as Exhibit B hereto), none of the Benefits Plans are defined
                  benefit Pension Plans.

4.27     INSURANCE

The Vendor on behalf of the Companies maintains such policies of insurance
(including policies covering all physical assets of the Companies against fire
and other risk and defamation insurance), issued by responsible insurers, as are
appropriate to its operations, property and assets, in such amounts and against
such risks as are customarily carried and insured against by prudent owners of
comparable businesses, properties and assets; and (b) all such policies of
insurance are in full force and effect and the Vendor and the Companies are not
in default, as to the payment of premium or otherwise, under the terms of any
such policy.

4.28     MATERIAL CONTRACTS

Schedule 4.28 sets forth a complete list of the Material Contracts which have
not been listed on any other schedules. The Material Contracts are all in full
force and effect unamended and there

<PAGE>

                                      -30-

are no outstanding defaults or violations, nor are there any events that with
notice or the lapse of time, or both, could constitute a default or violation
under any Material Contracts on the part of any of the Companies or to the
knowledge of the Vendor on the part of any other party to such Contracts, except
for any default or violation which would not result in a Material Adverse Effect
on any of the Companies.

4.29     LITIGATION

Except as disclosed in Schedule 4.29, there are no Claims, investigations,
complaints, grievances or proceedings, including appeals and applications for
review, in progress, pending or, to the knowledge of the Vendor, threatened
against or relating to any of the Companies before any Governmental Authority,
which, if determined adversely to any of the Companies, would,

         (a)      have a Material Adverse Effect on any of the Companies,

         (b)      enjoin, restrict or prohibit the transfer of all or any part
                  of the Purchased Shares as contemplated by this Agreement, or

         (c)      prevent the Vendor or any of the Companies from fulfilling any
                  of its obligations set out in this Agreement or arising from
                  this Agreement.

4.30     TAX MATTERS

         (a)      Each of the Companies has duly and timely filed (or if a Tax
                  Return was not timely filed, all late filing penalties
                  relating to the Tax Return were paid) its Tax Returns with the
                  appropriate Governmental Authority for all fiscal periods
                  ending prior to the date hereof and has duly, completely and
                  correctly reported all revenue and other amounts and
                  information required to be reported thereon. No extension of
                  time in which to file any such Tax Return is in effect. All
                  Taxes shown on all such Tax Returns, or in any assessments or
                  reassessments in respect of any such Tax Returns, have been
                  paid in full.

         (b)      There are no proceedings, investigations, audits or claims now
                  pending, or to the knowledge of the Vendor, threatened against
                  any of the Companies in respect of any Taxes and there are no
                  matters under discussion, audit or appeal with any
                  Governmental Authority relating to Taxes. Each of the
                  Companies has not executed or filed with any Governmental
                  Authority any agreement or waiver extending the period for
                  assessment, reassessment or collection of any Taxes.

         (c)      Each of the Companies has made adequate provision for Taxes
                  payable by it for the current period and any previous period
                  for which Tax Returns are not yet required to be filed. Each
                  of the Companies has no material liability for Taxes in excess
                  of reserves for Taxes (other than any reserve for future Taxes
                  established to reflect temporary differences between book and
                  tax income) set forth on its Financial Statements.

         (d)      There are no liens or other security interests on any of the
                  assets of the Companies that arose in connection with any
                  failure (or alleged failure) to pay any Tax.

<PAGE>

                                      -31-

         (e)      Each of the Companies has duly and timely withheld from any
                  amount paid or credited by it to or for the benefit or account
                  of any Person, including any Employees, officers or directors
                  and any non-resident Person, the amount of all Taxes and other
                  deductions required by any Laws to be withheld from such
                  amount and has duly and timely remitted the same to the
                  appropriate Governmental Authority.

         (f)      None of Sections 78, 80, 80.01, 80.02, 80.3 or 80.04 of the
                  Income Tax Act (Canada), or any equivalent provision of the
                  Tax legislation of any province or any other jurisdiction,
                  have applied or will apply to the Companies at any time up to
                  and including the Closing Date.

         (g)      None of the Companies has claimed, nor will any Company claim,
                  any reserve under any one or more of subparagraph
                  40(1)(a)(iii), or paragraphs 20(1)(m) or 20(1)(n) of the
                  Income Tax Act (Canada) or any equivalent provincial
                  provision, if any such amount could be included in the income
                  of such Company for any period ending after the Closing Date.

         (h)      The Companies have not acquired property from a non-arm's
                  length person, within the meaning of the Income Tax Act
                  (Canada), for consideration, the value of which is less than
                  the fair market value of the property acquired in
                  circumstances which could subject it to a liability under
                  Section 160 of the Income Tax Act (Canada).

         (i)      Each Company is a registrant for the purposes of Part IX of
                  the Excise Tax Act (Canada) whose number is set out in
                  Schedule 4.30.

4.31     TRADE ALLOWANCES

Except for contra transactions with Affiliates of the Vendor (which have not
been reflected in the Financial Statements and will not be reflected on the
Closing Statement), no customers of the Companies are entitled to or customarily
receive discounts, allowances, volume rebates or similar reductions in price or
other trade terms including contra transactions except in accordance with the
Companies' past practices. There are no such arrangements which cannot be
terminated on 30 days' notice or less or which are not reflected in the
Financial Statements or will not be reflected on the Closing Statement.

4.32     NO SUBSIDIARIES

None of the Companies owns or is a party to any agreement of any nature to
acquire, directly or indirectly, any shares in the capital of, or other equity
or proprietary interests in, any Person.

4.33     CORPORATE RECORDS

As at the Closing Time, the corporate records and minute books of each of the
Companies will contain complete and accurate minutes of all meetings and written
resolutions of directors and committees of directors and shareholders held since
their respective dates of incorporation, and all those meetings will have been
duly called and held and all those written resolutions will have

<PAGE>

                                      -32-

been duly passed. The share certificate books, register of shareholders,
register of transfers and register of directors of each of the Companies will,
as at the Closing Time, be complete and accurate in all material respects.

4.34     BOOKS OF ACCOUNT

The books and records of each of the Companies fairly present and disclose the
financial position of each of the Companies as at the relevant dates in all
material respects and all material financial transactions of each of the
Companies have been accurately recorded in those books and records except that
in certain instances, inter-Affiliate accounts payable and receivable have been
off-set and contra transactions with Affiliates of the Vendor have not been
recorded.

4.35     CUSTOMERS AND SUPPLIERS

Since August 31, 2002, there has been no termination or cancellation of, and no
material modification or change in, the business relationship with any
significant customer or group of customers of any of the Companies (including
the commercial print customers set out in Schedule 4.35). The Vendor has no
reason to believe that the benefits of any relationship with the customers or
suppliers of any of the Companies (including the commercial print customers set
out in Schedule 4.35) will not continue after the Closing Date in substantially
the same manner as prior to the date of this Agreement, assuming the completion
on the Closing Date of the transaction contemplated by this Agreement. Schedule
4.35 sets out the 10 largest commercial print customers of the Companies for the
financial year ended August 31, 2002.

4.36     NON-ARM'S LENGTH TRANSACTIONS

Other than contracts of employment and advances to Employees in an aggregate
amount of $25,000 or less, as at the Closing Date, none of the Companies will be
party to any agreement with any officer, director or employee of the Company,
CanWest or its other Affiliates. Schedule 4.36 lists and briefly describes the
services provided by the Vendor and its Affiliates to the Companies during the
financial year ended August 31, 2002 and as at the date of this Agreement.

                                   ARTICLE 5
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Vendor and acknowledges and
agrees that the Vendor is relying on such representations and warranties in
entering into this Agreement, as follows:

5.1      INCORPORATION

The Purchaser is a corporation validly existing under the laws of the Province
of Ontario.

5.2      DUE AUTHORIZATION

The Purchaser has all necessary corporate power, authority and capacity to enter
into this Agreement and to carry out its obligations under this Agreement. The
execution and delivery of

<PAGE>

                                      -33-

this Agreement and the consummation of the transaction contemplated under this
Agreement have been duly authorized by all necessary corporate action of the
Purchaser.

5.3      ENFORCEABILITY OF OBLIGATIONS

This Agreement constitutes a valid and binding obligation of the Purchaser
enforceable against it in accordance with its terms.

5.4      ABSENCE OF CONFLICTING AGREEMENTS

The Purchaser is not a party to, bound or affected by or subject to any
indenture, mortgage, lease, agreement, obligation, instrument, charter or by-law
provision, statute, regulation, order, judgment, decree, license, permit or law
which would be violated, contravened or breached by, or under which any default
would occur or a Claim, restriction or Encumbrance would be created as a result
of the execution and delivery by it of this Agreement or the performance by it
of any of the terms of this Agreement.

5.5      INVESTMENT CANADA

The Purchaser is Canadian within the meaning of the Investment Canada Act
(Canada).

5.6      LITIGATION

There are no Claims, investigations, complaints or proceedings in progress or,
to the knowledge of the Purchaser, pending or threatened against or relating to
the Purchaser, before any Governmental Authority, which, if determined adversely
to the Purchaser, would:

         (a)      prevent the Purchaser from paying the Aggregate Consideration
                  to the Vendor;

         (b)      enjoin, restrict or prohibit the transfer of all or any part
                  of the Purchased Shares as contemplated by this Agreement; or

         (c)      prevent the Purchaser from fulfilling any of its obligations
                  set out in this Agreement or arising from this Agreement,

and the Purchaser has no knowledge of any existing ground on which any such
action, suit, litigation or proceeding might be commenced with any reasonable
likelihood of success.

5.7      FINANCING

The Purchaser has provided to both its prospective lenders and its shareholders
all financial and operational information concerning the Companies which they
have requested. The Purchaser has received a binding commitment in respect of
the financing for the transactions contemplated by this Agreement from both its
prospective lenders and its shareholders unqualified except for standard
conditions for similar transactions. The Purchaser's prospective lenders and its
shareholders have each provided a comfort letter to the Vendor confirming the
foregoing and provided extracts of all of the conditions set forth in such
binding commitment letters.

<PAGE>

                                      -34-

5.8      COMPETITION ACT APPROVAL

The Purchaser received Competition Act Approval on November 7, 2002 and such
Competition Act Approval remains in full force and effect.

                                   ARTICLE 6
                              NON-WAIVER; SURVIVAL

6.1      NON-WAIVER

         (a)      Except as expressly provided in this Agreement, no
                  investigations made by or on behalf of the Purchaser at any
                  time shall have the effect of waiving, diminishing the scope
                  of or otherwise affecting any representation or warranty made
                  by the Vendor in or pursuant to this Agreement and no waiver
                  of any condition or other provision, in whole or in part,
                  shall constitute a waiver of any other condition or provision
                  (whether or not similar) nor shall such waiver constitute a
                  continuing waiver.

         (b)      Except as expressly provided in this Agreement, no
                  investigations made by or on behalf of the Vendor at any time
                  shall have the effect of waiving, diminishing the scope or
                  otherwise affecting any representation or warranty made by the
                  Purchaser in or pursuant to this Agreement.

6.2      NATURE AND SURVIVAL

         (a)      Subject to subsection (b), all representations and warranties
                  contained in this Agreement on the part of each of the Parties
                  shall survive the Closing, the execution and delivery under
                  this Agreement of any share or security transfer instruments
                  or other documents of title to any of the Purchased Shares and
                  the payment of the Aggregate Consideration.

         (b)      Representations and warranties relating to or impacted by tax
                  matters including those set out in Section 4.30 (Tax Matters)
                  shall survive for a period of ninety (90) days after the
                  relevant authorities shall no longer be entitled to assess
                  liability for tax against any of the Companies for any
                  particular taxation year ended on or prior to the Closing
                  Date, provided that the survival of such representations and
                  warranties shall not be extended by virtue only of any waiver
                  given by any of the Companies after the Closing Date without
                  the consent of the Vendor, such consent not to be unreasonably
                  withheld. The representations and warranties set out in
                  Section 4.23 (Environmental Matters) shall not survive the
                  Closing Date. The representations and warranties set out in
                  Section 4.3 (Right to Sell) shall survive indefinitely. All
                  other representations and warranties shall only survive for a
                  period of two (2) years from the Closing Date. If no claim
                  shall have been made under this Agreement against a Party for
                  any incorrectness in or breach of any representation or
                  warranty made in this Agreement prior to the expiry of these

<PAGE>

                                      -35-

                  survival periods, such Party shall have no further liability
                  under this Agreement with respect to such representation or
                  warranty.

                                   ARTICLE 7
                        PURCHASER'S CONDITIONS PRECEDENT

The obligation of the Purchaser to complete the purchase of the Purchased Shares
under this Agreement shall be subject to the satisfaction of, or compliance
with, at or before the Closing Time, each of the following conditions precedent
(each of which is acknowledged to be inserted for the exclusive benefit of the
Purchaser and may be waived by it in whole or in part).

7.1      TRUTH AND ACCURACY OF REPRESENTATIONS OF VENDOR AT THE CLOSING TIME

The representations and warranties of the Vendor made in or pursuant to this
Agreement which are qualified by "Material Adverse Effect", "material", "in all
material respects" and words or phrases of similar import, shall be true and
correct and any other representations and warranties which are not qualified by
"Material Adverse Effect", "material", "in all material respects" and words and
phrases of similar import shall be true and correct in all material respects, in
all cases as at the Closing Time and with the same effect as if made at and as
of the Closing Time (except as such representations and warranties may be
affected by the occurrence of events or transactions expressly contemplated and
permitted by this Agreement) and the Purchaser shall have received a certificate
from a senior officer of the Vendor confirming, to his or her knowledge (after
due enquiry) and without personal liability, the truth and correctness of the
representations and warranties of the Vendor as set forth above. Notwithstanding
the foregoing, if this condition shall not be satisfied at the Closing Time,
unless the failure to satisfy this condition results in a Material Adverse
Effect on the Companies as a whole, the Purchaser will be required to complete
the purchase of the Purchased Shares under this Agreement, if the Vendor so
elects, and in such event the Purchaser shall have recourse only to a Claim for
Losses and related Claims for Losses under Article 10.

7.2      PERFORMANCE OF OBLIGATIONS

The Vendor shall have performed or complied with all of its obligations and
covenants under this Agreement and the Purchaser shall have received a
certificate from a senior officer of the Vendor confirming, to his or her
knowledge (after due enquiry) and without personal liability, the performance of
such obligations and covenants. Notwithstanding the foregoing, if this condition
shall not be satisfied at the Closing Time because there has been a breach of
Section 9.1(a); (b)(viii), (ix), (xi), (xii) or (xiii); (c); (f)(i) or (ii);
(i); or (j)(ii), unless such breach is material and adverse, the Purchaser will
be required to complete the purchase of the Purchased Shares under this
Agreement, if the Vendor so elects, and in such event the Purchaser shall have
recourse only to a Claim for Losses and related Claims for Losses under Article
10.

7.3      RECEIPT OF CLOSING DOCUMENTATION

All documentation relating to the due authorization and completion of the sale
and purchase of the Purchased Shares and the advance of funds to the Companies
for the repayment of the Shareholder Loans under this Agreement and all actions
and proceedings taken on or prior to the Closing in connection with the
performance by the Vendor of its obligations under this

<PAGE>

                                      -36-

Agreement, shall be satisfactory to the Purchaser, acting reasonably, and the
Purchaser shall have received copies of all such documentation or other evidence
as it may reasonably request in order to establish the consummation of the
transactions contemplated by this Agreement and the taking of all corporate
proceedings in connection with such transactions in compliance with these
conditions, in form (as to certification and otherwise) and substance
satisfactory to the Purchaser, acting reasonably.

7.4      OPINION OF COUNSEL FOR VENDOR

The Purchaser shall have received an opinion dated the Closing Date from counsel
for the Vendor on terms usual and customary for transactions of this nature and
otherwise satisfactory to the Purchaser, acting reasonably.

7.5      CONSENTS, AUTHORIZATIONS AND REGISTRATIONS

All consents, approvals, orders and authorizations of any Person (and
registrations, declarations, filings or recordings with any Governmental
Authority) required in connection with the completion of any of the transactions
contemplated by this Agreement (other than with respect to the Pension Plans or
Benefit Plans), the execution of this Agreement, the Closing or the performance
of any of the terms and conditions of this Agreement, and any consents or
approvals required under Material Contracts in each case, the absence of which
would constitute a Material Adverse Effect on the Companies, shall have been
obtained at or before the Closing Time on terms acceptable to the Purchaser,
acting reasonably.

7.6      NO PROCEEDINGS

There shall be no injunction or restraining order issued preventing, and no
pending or threatened Claim, or proceeding, judicial or administrative or
investigation against any Party by any Person, for the purpose of enjoining or
preventing the consummation of the transactions contemplated by this Agreement
or otherwise claiming that this Agreement or the consummation of such
transactions is improper or would give rise to proceedings under any Laws.

7.7      ENCUMBRANCES

The Purchaser shall have received an opinion of the Companies' U.S. Counsel,
Kaye Scholer LLP, in the form of Exhibit E, as to the release of the Guarantees.
The Purchaser shall have received evidence reasonably satisfactory to it that
the Permitted Encumbrances listed in section A(2) of Schedule 1.1(b), have been
discharged, or received an undertaking to discharge the Permitted Encumbrances
listed in section A(2) of Schedule 1.1(b), immediately after Closing in form and
substance reasonably satisfactory to it.

7.8      DIRECTORS AND OFFICERS

The Board of Directors of each of the Companies at the Closing Time shall
consist of individuals nominated by the Purchaser and there shall have been
delivered to the Purchaser on or before the Closing Time the resignations of all
individuals who are prior to the Closing Time directors or officers of each of
the Companies and duly executed comprehensive releases (in mutual form) from
each such individual of any claims, against the Companies.

<PAGE>

                                      -37-

7.9      CLOSING AGREEMENTS

The Vendor and/or CanWest or its Affiliates and/or each of the Companies, as the
case may be, and the Purchaser shall have executed and delivered the Closing
Agreements to which it is a party. The Purchaser shall have received, in form
and substance satisfactory to the Purchaser, acting reasonably, a letter from
EMP Environmental Management & Protection Corporation permitting the Purchaser,
the relevant Companies and the lenders to the Purchaser to rely on the reports
of EMP Environmental Management & Protection Corporation.

7.10     HOLLINGER ROFR

The Vendor shall have delivered evidence to the Purchaser that Hollinger
International Inc. has waived its rights under the Hollinger ROFR or that such
rights have terminated.

7.11     NO ADVERSE LEGISLATION

No legislation (whether by statute, regulation, order-in-council, notice of ways
and means motion, by law or otherwise) will have been enacted, introduced or
tabled, which in the reasonable opinion of the Purchaser, would have a Material
Adverse Effect on the Companies.

7.12     OPERATIONAL SERVICES AGREEMENTS

The Operational Services Agreements shall have been amended and restated in the
forms attached as Exhibits F, G, H, and I; and the agreements between Canada.com
New Media Inc. and each of the Companies shall have been terminated, if so
requested by the Purchaser.

Except as provided in Section 7.1, if any of the foregoing conditions in this
Article has not been fulfilled by Closing, the Purchaser may terminate this
Agreement by notice in writing to the Vendor, in which event the Purchaser is
released from all obligations under this Agreement, and unless the Purchaser can
show that the condition relied upon could reasonably have been performed by the
Vendor, the Vendor is also released from all obligations under this Agreement.
However, the Purchaser may waive compliance with any condition in whole or in
part if it sees fit to do so, without prejudice to its rights of termination in
the event of non-fulfilment of any other condition, in whole or in part, or to
its rights to recover damages for the breach of any representation, warranty,
covenant or condition contained in this Agreement.

                                    ARTICLE 8
                          VENDOR'S CONDITIONS PRECEDENT

The obligations of the Vendor to complete the sale of the Purchased Shares under
this Agreement shall be subject to the satisfaction of or compliance with, at or
before the Closing Time, each of the following conditions precedent (each of
which is acknowledged to be inserted for the exclusive benefit of the Vendor and
may be waived by it in whole or in part).

8.1      TRUTH AND ACCURACY OF REPRESENTATIONS OF THE PURCHASER AT CLOSING TIME

All of the representations and warranties of the Purchaser made in or pursuant
to this Agreement shall be true and correct as at the Closing Time and with the
same effect as if made at and as of the Closing Time and the Vendor shall have
received a certificate from a senior officer of the

<PAGE>

                                      -38-

Purchaser confirming, to his or her knowledge (after due enquiry) and without
personal liability, the truth and correctness of such representations and
warranties.

8.2      PERFORMANCE OF OBLIGATIONS

The Purchaser shall have performed or complied with all of its obligations and
covenants under this Agreement and the Vendor shall have received a certificate
from a senior officer of the Purchaser confirming, to his or her knowledge
(after due enquiry) and without personal liability, the performance of such
covenants.

8.3      RECEIPT OF CLOSING DOCUMENTATION

All documentation relating to the due authorization and completion of the sale
and purchase of the Purchased Shares and the advance of funds to the Companies
for the repayment of the Shareholder Loans under this Agreement and all actions
and proceedings taken on or prior to the Closing in connection with the
performance by the Purchaser of its obligations under this Agreement, shall be
satisfactory to the Vendor, acting reasonably, and the Vendor shall have
received copies of all such documentation or other evidence as it may reasonably
request in order to establish the consummation of the transactions contemplated
by this Agreement and the taking of all corporate proceedings in connection with
such transactions in compliance with these conditions, in form (as to
certification and otherwise) and substance satisfactory to the Vendor, acting
reasonably.

8.4      OPINION OF COUNSEL FOR PURCHASER

The Vendor shall have received an opinion dated the Closing Date, from counsel
for the Purchaser, on terms usual and customary for transactions of this nature
and otherwise reasonably satisfactory to the Vendor, acting reasonably.

8.5      CONSENTS, AUTHORIZATIONS AND REGISTRATIONS

All consents, approvals, orders and authorizations of any Person (and
registrations, declarations, filings or recordings with any Governmental
Authority), required in connection with the completion of any of the
transactions contemplated by this Agreement (other than with respect to the
Pension Plans or Benefit Plans), the execution of this Agreement, the Closing or
the performance of any of the terms and conditions of this Agreement, and any
consents required under Material Contracts shall have been obtained at or before
the Closing Time on terms acceptable to the Vendor, acting reasonably.

8.6      NO PROCEEDINGS

There shall be no injunction or restraining order issued preventing, and no
pending or threatened Claim, or proceeding, judicial or administrative or
investigation against any Party by any Person, for the purpose of enjoining or
preventing the consummation of the transactions contemplated by this Agreement
or otherwise claiming that this Agreement or the consummation of such
transactions is improper or would give rise to proceedings under any Laws.

<PAGE>

                                      -39-

8.7      CLOSING AGREEMENTS

The Purchaser shall have executed and delivered the Closing Agreements to which
it is a party.

8.8      HOLLINGER ROFR

Hollinger International Inc. shall have waived its rights under the Hollinger
ROFR or such rights shall have terminated.

8.9      OPERATIONAL SERVICES AGREEMENTS

The Operational Services Agreements shall have been amended and restated in the
forms attached as Exhibits F, G, H, and I (including as to the guarantee of the
Purchaser of the obligations of the Companies).

8.10     PURCHASER'S CERTIFICATE

The Vendor shall have received a certificate from each of Michael Sifton and
John Leader on behalf of the Purchaser (in form and substance reasonably
satisfactory to the Vendor) certifying that, as at the Closing Time, to the best
of his current actual knowledge, information and belief, without independent
enquiry and without personal liability, he is not aware of any information, fact
or circumstance which constitutes or would cause or result in any representation
or warranty on the part of the Vendor in this Agreement which is qualified by
"Material Adverse Effect", "material", "in all material respects" and words or
phrases of similar import, not being true and correct and any other
representation or warranty on the part of the Vendor in this Agreement which is
not qualified by "Material Adverse Effect", "material", "in all material
respects" and words or phrases of similar import not being true and correct in
all material respects.

If any of the foregoing conditions in this Article has not been fulfilled by
Closing, the Vendor may terminate this Agreement by notice in writing to the
Purchaser, in which event the Vendor is released from all obligations under this
Agreement, and unless the Vendor can show that the condition relied upon could
reasonably have been performed by the Purchaser, the Purchaser is also released
from all obligations under this Agreement. However, the Vendor may waive
compliance with any condition in whole or in part if it sees fit to do so,
without prejudice to its rights of termination in the event of non-fulfilment of
any other condition in whole or in part or to its rights to recover damages for
the breach of any representation, warranty, covenant or condition contained in
this Agreement.

                                   ARTICLE 9
                         OTHER COVENANTS OF THE PARTIES

9.1      CONDUCT OF BUSINESS PRIOR TO CLOSING

The Vendor shall cause each Company (except as expressly contemplated by this
Agreement, or as is reasonably necessary in connection with the transactions
contemplated hereby and has been disclosed to the Purchaser, or to the extent
that the Purchaser shall otherwise consent, which, consent shall not be
unreasonably withheld), from the date hereof to the Closing Date, to carry on
business only in the usual course consistent with past practice and to:

<PAGE>

                                      -40-

         (a)      except in the ordinary course of business and consistent with
                  past practice, not enter into, amend or modify existing
                  agreements, commitments or contracts which, individually or in
                  the aggregate, are material to such Company;

         (b)      not directly or indirectly do or permit to occur any of the
                  following: (i) issue, sell, pledge, lease, dispose of,
                  encumber or agree to issue, sell, pledge, lease, dispose of,
                  encumber any additional shares of, or any options, warrants,
                  calls, conversion privileges or rights of any kind to acquire
                  any shares of, any shares or other securities of such Company;
                  (ii) amend or propose to amend the constating documents of
                  such Company; (iii) split, combine or reclassify any
                  outstanding shares, or declare, set aside or pay any dividend
                  or other distribution payable in cash, stock, property or
                  otherwise with respect to the shares of such Company; (iv)
                  redeem, purchase or offer to purchase any shares or other
                  securities of such Company; (v) reorganize, amalgamate or
                  merge such Company with any other person, company, partnership
                  or other business organization whatsoever; (vi) reduce the
                  stated capital of such Company; (vii) acquire or agree to
                  acquire (by merger, amalgamation, acquisition of shares or
                  assets, lease or otherwise) any person, company, partnership
                  or other business organization or division or make any
                  investment, whether by purchase of shares or securities,
                  contribution of capital, property transfer or purchase of any
                  property or assets, in any other person, company, partnership
                  or other business organization which individually or in the
                  aggregate is in excess of $50,000 (other than purchases of
                  Inventories in the ordinary course of business); (viii) sell,
                  transfer or assign any interest in any intellectual property
                  of such Company except in the ordinary course of business and
                  consistent with past practice; (ix) incur or commit to incur
                  any indebtedness or issue any debt securities, except for the
                  borrowing of working capital in the ordinary course of
                  business and consistent with past practice; (x) adopt a plan
                  of liquidation or resolutions providing for the liquidation or
                  dissolution of such Company; (xi) pay, discharge or satisfy
                  any material claims, liabilities or obligations, other than
                  the payment, discharge or satisfaction, in the ordinary course
                  of business and consistent with past practice, of liabilities
                  reflected or reserved against in the Financial Statements or
                  incurred in the ordinary course of business and consistent
                  with past practice; (xii) authorize, recommend, propose or
                  agree to any release or relinquishment of any material
                  contractual right under any of the Material Contracts or other
                  material right under any licence or permit or (xiii) waive,
                  release, grant or transfer any rights of value or modify or
                  change in any material respect any existing licence, lease,
                  permit, Material Contract or other material document other
                  than in the ordinary course of business and consistent with
                  past practice;

         (c)      not enter into or modify in a manner that is materially
                  adverse to such Company any employment, severance, or similar
                  agreements or arrangements with, or grant any bonuses, salary
                  increases, severance or termination pay to, any officers or
                  directors, or, in the case of employees who are not officers
                  or directors, take any action other than in the ordinary
                  course of business and consistent with past practice (none of
                  which actions shall be unreasonable or unusual) with respect
                  to the grant of any bonuses, salary increases, severance or
                  termination pay or with

<PAGE>

                                      -41-

                  respect to any increase of benefits payable in effect on the
                  date hereof, except as required by the terms of any Collective
                  Agreement;

         (d)      not adopt or amend any Benefit Plans;

         (e)      use its reasonable best efforts to cause its current insurance
                  (or reinsurance) policies not to be cancelled or terminated or
                  any of the coverage thereunder to lapse unless, simultaneously
                  with such termination, cancellation or lapse, replacement
                  policies underwritten by insurance and reinsurance companies
                  of nationally recognized standing providing coverage equal to
                  or greater than the coverage under the cancelled, terminated
                  or lapsed policies for substantially similar premiums are in
                  full force and effect;

         (f)      (i) duly and timely file all tax returns required to be filed
                  by it on or after the date hereof and ensure that all such tax
                  returns are true, complete and correct in all material
                  respects; (ii) timely pay all taxes which are due and payable
                  (other than those which are being contested in good faith);
                  (iii) not make or rescind any material expressed or deemed
                  election relating to taxes; (iv) not make a request for a tax
                  ruling or enter into a closing agreement with any taxing
                  authorities; (v) not settle or compromise any claim, action,
                  suit, litigation, proceeding, arbitration, investigation,
                  audit or controversy in excess of $25,000 or that would
                  otherwise have a Material Adverse Effect on such Company; and
                  (vi) not change in any material respect any of its methods of
                  reporting income, deductions or accounting for income tax
                  purposes from those employed in the preparation of its income
                  tax return for the last completed taxation year, except as may
                  be required by applicable Law;

         (g)      use its commercially reasonable efforts to obtain all
                  necessary consents, approvals and authorizations as are
                  required to be obtained by it under any applicable Law;

         (h)      use its commercially reasonable efforts to preserve intact its
                  business organizations and goodwill and to keep available the
                  services of its officers and employees other than the Excluded
                  Employee as a group and to maintain satisfactory relationships
                  with persons with whom it has business relationships;

         (i)      promptly advise the Purchaser orally and, if then requested,
                  in writing: (i) of any fact or any change in the business,
                  operations, affairs, assets, liabilities, capitalization,
                  financial condition or prospects of such Company that could
                  have a Material Adverse Effect on such Company; (ii) of any
                  breach by such Company of any covenant or agreement contained
                  in this Agreement; and (iii) of any death, disability,
                  resignation, termination of employment or other departure of
                  any senior officer of such Company, other than the Excluded
                  Employee;

         (j)      not enter into any transaction or perform any act which might
                  (i) interfere or be inconsistent with the successful
                  completion of the transactions contemplated hereby, (ii)
                  render inaccurate any of the representations and warranties
                  set forth herein if such representations and warranties were
                  made at a date subsequent to such transaction or act and all
                  references to the date hereof were to such later date,

<PAGE>

                                      -42-

                  or (iii) adversely affect its ability to perform and comply
                  with its covenants and agreements under this Agreement;

         (k)      cooperate with Purchaser to oppose, lift or rescind any
                  injunction or restraining order or other order or action
                  seeking to stop, or otherwise adversely affect the Purchaser's
                  ability to consummate the transaction contemplated hereby; and

         (l)      make or cooperate as necessary in the making of all necessary
                  filings and applications under all applicable Laws required in
                  connection with the transactions contemplated herein and take
                  all reasonable action necessary to be in compliance with such
                  Laws.

9.2      ACCESS FOR INVESTIGATION

         (a)      The Vendor shall permit the Purchaser and its representatives,
                  between the date of this Agreement and the Closing Time,
                  without interference to the ordinary conduct of business, to
                  have reasonable access during normal business hours to the
                  management, books and records of the Companies and the
                  properties and assets used by the Companies, provided that the
                  Vendor shall not be required to disclose any information,
                  records, files or other data to the Purchaser where prohibited
                  by any Laws or to provide access for the purposes of
                  conducting intrusive tests. The Purchaser shall provide not
                  less than two (2) Business Days' Notice of its desire for such
                  access.

         (b)      If any consent of any Person or Governmental Authority is
                  required to permit the Vendor to release any information to
                  the Purchaser, the Vendor shall make all reasonable efforts to
                  obtain such consent.

9.3      ACTIONS TO SATISFY CLOSING CONDITIONS

         (a)      The Parties shall cooperate and each of the Parties shall take
                  all such commercially reasonable actions as are within its
                  power to control, and use commercially reasonable efforts to
                  cause other actions to be taken which are not within its power
                  to control, so as to ensure compliance with each of the
                  conditions and covenants set forth in Article 7, Article 8 or
                  Article 9 which are for the benefit of any other Party.

         (b)      Each Party shall notify the other Party's counsel of any
                  communication it receives from the Competition Bureau and each
                  Party shall provide copies of all correspondence with the
                  Competition Bureau (except those containing competitively
                  sensitive information) to the other Party's counsel.

9.4      PRESERVATION OF RECORDS AND ACCESS TO PERSONNEL

The Purchaser shall take all reasonable steps to preserve and keep the records
of the Companies delivered to it in connection with the completion of the
transactions contemplated by this Agreement for a period of six (6) years from
the Closing Date, or for any longer period as may be required by any Laws or
Governmental Authority, and shall make such records and the

<PAGE>

                                      -43-

employees of the Companies available to the Vendor as may be reasonably required
by the Vendor, including in connection with a Claim by the Purchaser against the
Vendor under this Agreement. The Vendor acknowledges that the Purchaser shall
not be liable to the Vendor in the event of any accidental destruction of such
records, caused otherwise than by the negligence of the Purchaser.

9.5      ACCOUNTS RECEIVABLE/ALLOWANCE FOR DOUBTFUL ACCOUNTS

In the event that the Closing Statement includes any write down of Accounts
Receivable which in the view of the Purchaser's auditors are not collectible,
the Purchaser shall cause the Companies to assign and transfer such Accounts
Receivable to the Vendor for no consideration.

9.6      STUB PERIOD RETURNS

The Vendor shall cause to be prepared and Purchaser shall cause to be filed on a
timely basis, all Tax Returns for the Companies for any period which ends on or
before the Closing Date and for which Tax Returns have not been filed as of such
date. The Vendor shall also cause to be prepared and filed on a timely basis,
all Tax Returns of the Companies for periods beginning before the Closing Date.
The Vendor and the Purchaser shall cooperate fully with each other and make
available to each other in a timely fashion such data and other information as
may reasonably be required for the preparation of any Tax Return of the
Companies for a period ending on, prior to or including the Closing Date and
shall preserve such data and other information until the expiration of any
applicable limitation period under any applicable Law with respect to Taxes.

9.7      PURCHASER'S OPTION IF DAMAGE, ETC.

If the assets of any of the Companies, or a portion of them are damaged or
destroyed or appropriated, expropriated or seized by any Person, on or prior to
the Closing Date, the Vendor shall give the Purchaser notice thereof forthwith
after such action comes to its attention and the Purchaser shall have the
option:

         (a)      to reduce the Share Purchase Price by an amount equal to the
                  deductible amounts of the relevant insurance policies and to
                  complete the purchase, in which event, all proceeds of
                  insurance paid to the Companies or the Vendor and all right
                  and claims of the Companies or the Vendor to any such amounts
                  not paid by the Closing Date shall be assigned to the
                  Purchaser; or

         (b)      to reduce the Share Purchase Price by the amount of the damage
                  and to complete the purchase, in which event the Vendor shall
                  have sole entitlement to the proceeds of insurance and the
                  Purchaser shall release its interest (if any) therein.

Notwithstanding the foregoing, if there is damage or destruction in respect of
which the repair or replacement cost would be $1 million or more to the property
of any one Company, then the Purchaser may delete that Company from the list of
Companies set forth in Exhibit A, and complete the purchase of the shares of the
remaining Companies and the Share Purchase Price shall be reduced by an amount
equal to the product of: (i) the Aggregate Consideration; and (ii) a fraction,
the numerator of which is the EBITDA of the Company to be deleted and the

<PAGE>

                                      -44-

denominator of which is the total EBITDA of all of the Companies, where EBITDA
shall, in each case, be derived from the Financial Statements and, if there is
damage or destruction in respect of which the repair or replacement cost would
be $3 million or more to the property of the Companies in the aggregate, then
the Purchaser may terminate this Agreement.

9.8      CONSENT TO JURISDICTION

Each of the Parties irrevocably attorns and submits to the exclusive
jurisdiction of any Ontario court sitting in Toronto in any action or proceeding
arising out of or related to this Agreement and irrevocably agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such Ontario court. Each of the Parties irrevocably waives, to the fullest
extent it may effectively do so, the defence of an inconvenient forum to the
maintenance of such action or proceeding. The Vendor agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. The Purchaser agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.

9.9      DEFAMATION INSURANCE

The Vendor shall be responsible for any and all defamation claims against any of
the Companies and any of its Employees in respect of an occurrence on or prior
to the Closing Date. The Purchaser shall be responsible for any and all
defamation claims made or brought against any of the Companies and any of its
Employees in respect of an occurrence after the Closing Date. The Purchaser
shall make available to the Vendor and its insurers and their respective counsel
the services of the Employees necessary to defend any such defamation action
together with all relevant books and records.

9.10     CHANGE OF WEBSITE ADDRESS AND MASTHEAD

Forthwith after Closing, the Purchaser shall cause each of the Companies to
change the name of its website to reflect a name that does not include the name
"Southam", "CanWest", or other CanWest/Southam Intellectual Property and shall
cause each of the Companies to change the masthead references on its
publications to reflect the new publisher.

9.11     LTD EMPLOYEES

         (a)      Following the Closing Date, the LTD Employees will continue to
                  receive payments and benefits under the Vendor's non-pension
                  benefits plans and the Purchaser will have no liability for
                  any benefits, liabilities or claims in respect of the LTD
                  Employees. If an LTD Employee returns to work following the
                  Closing Date, the Purchaser may, at its option: (a) cause the
                  relevant Company to offer the LTD Employee employment on
                  substantially the same terms and conditions as those
                  previously applicable; or (b) cause the relevant Company to
                  terminate the employment of the LTD Employee, in which event
                  the Vendor shall reimburse the Purchaser for the reasonable
                  amounts of compensation paid in connection with the severance
                  of the LTD Employee, provided that no punitive or aggravated
                  damages shall be payable.

<PAGE>

                                      -45-

         (b)      All Employees other than the LTD Employees who are receiving
                  payments and benefits under a Benefit Plan that is a long-term
                  disability plan as at the Closing Date shall continue to
                  receive payments and benefits under the Vendor's long-term
                  disability plan until they return to work.

9.12     EXCLUDED EMPLOYEE

Prior to Closing, the Vendor or an Affiliate shall offer employment to the
Excluded Employee and the Purchaser and the Companies shall have no liability
following Closing to the Excluded Employee.

9.13     INACTIVE ST. CATHARINES EMPLOYEES

The Purchaser shall administer the payment of post-retirement benefits in
respect of the Inactive St. Catharines Employees, upon receipt of funds from
Hollinger Inc. in respect thereof. The Vendor shall indemnify the Purchaser in
the event of any non-payment of such funds by Hollinger Inc.

9.14     MUTUAL UNDERSTANDING REGARDING AMENDMENTS

The Parties will continue from and after the date hereof and through and
including the Closing Date, to use all reasonable efforts to maximize present
and future financial and planning opportunities for the Vendor, the Companies
and the Purchaser as and to the extent that the same not prejudice the Vendor,
the Companies or the Purchaser. The Parties will ensure that such planning
activities do not impede the progress of the transactions contemplated hereby.
The Parties agree that if a Party proposes any amendments to this Agreement, the
other Party will act reasonably in considering such amendment and if the other
Party or the Companies are not prejudiced by reason of any such amendment the
other Party will cooperate in a reasonable fashion with the Party proposing the
amendment so that such amendment can be effected subject to applicable Laws.

9.15     INTER-AFFILIATE ACCOUNTS

         (a)      Notwithstanding any other provision of this Agreement, CanWest
                  and the Vendor shall complete a transaction or series of
                  transactions effective on or before Closing so as to reduce or
                  eliminate the accounts between the Companies and their
                  Affiliates and/or Hollinger Inc. and its Affiliates
                  ("Inter-Affiliate Accounts") and, in connection therewith,
                  CanWest and the Vendor may cause the Companies to declare and
                  pay such dividends, repay such portion of the principal of the
                  Shareholder Loans, effect such set-off of the Inter-Affiliate
                  Accounts and/or complete such other transactions as may be
                  necessary or desirable to effect the reduction or elimination
                  of the Inter-Affiliate Accounts. The Purchaser agrees to do
                  all such things and provide all such reasonable assurances as
                  may be required to implement the foregoing transaction or
                  series of transactions, having regard to the fact that the
                  CanWest and the Vendor may not be in a position to finalize
                  the amounts of the Inter-Affiliate Accounts until up to 30
                  days following the Closing.

<PAGE>

                                      -46-

         (c)      CanWest shall ensure that all Inter-Affiliate Accounts
                  remaining after the completion of the foregoing transactions
                  are current and relate only to those goods and/or services
                  which are the subject of the Operational Services Agreements
                  or the Closing Agreements.

                                   ARTICLE 10
                                 INDEMNIFICATION

10.1     INDEMNIFICATION FOR BREACHES OF COVENANTS AND WARRANTY, ETC.

The Vendor and CanWest, on a joint and several basis, shall indemnify and save
harmless the Purchaser, on its behalf and on behalf of its directors, officers,
employees, agents and shareholders, and the Purchaser shall indemnify and save
harmless the Vendor, its directors, officers, employees, agents and shareholders
(the Party or Parties so covenanting and agreeing to indemnify another Party
being referred to in this Section as the "Indemnifying Party" and the Party to
be indemnified being called the "Indemnified Party") on an after-tax basis to
the Indemnified Party, from and against all Claims and any Remediation Order
which may be made or brought against the Indemnified Party, and Losses in
respect of such Claims or Remediation Orders, directly or indirectly as a result
of or in connection with: (i) any non-fulfilment of any covenant or agreement on
the part of the Indemnifying Party under this Agreement; (ii) any incorrectness
in or breach of any representation or warranty of the Indemnifying Party
contained in this Agreement or in any certificate or other document furnished by
the Indemnifying Party pursuant to this Agreement, other than any breach of
Section 4.23 (Environmental Matters); or (iii) any Environmental Condition. The
foregoing obligation of indemnification in respect of such Claims or Remediation
Orders shall be subject to:

         (a)      the limitation contained in Section 6.2 respecting the
                  survival of the representations and warranties of the Parties;

         (b)      the requirement that the Indemnifying Party shall, in respect
                  of any Claim made by any third Person or a Remediation Order,
                  be afforded an opportunity to resist, defend, settle and
                  compromise such Claim or Remediation Order and, in respect of
                  any Claim or Remediation Order made in connection with an
                  Environmental Condition, be afforded an opportunity to
                  implement any Remediation necessary to address such
                  Environmental Condition in a commercially reasonable manner
                  and in accordance with generally accepted engineering and
                  environmental practices, provided, however, that such
                  Remediation results in the full satisfaction of the Claim or
                  Remediation Order;

         (c)      the limitation that, for Losses in respect of Claims made in
                  connection with: (i) any representation or warranty; and (ii)
                  Section 9.1(a); (b)(viii), (ix), (xi), (xii) or (xiii); (c);
                  (f)(i) or (ii); (i) or (j)(ii), the Indemnifying Party shall:
                  (A) not be required to pay any such amount until the aggregate
                  of the Losses in respect of such Claims exceeds $500,000 and
                  upon the aggregate of the Losses in respect of such Claims
                  exceeding $500,000, the Indemnifying Party shall be required
                  to pay the amount owing in respect of all Losses in respect of
                  such Claims including the initial $500,000, provided, however,
                  that in the event of any Losses in respect of Claim made for a
                  breach of Section 4.11 (Absence of Undisclosed Liabilities),
                  the

<PAGE>

                                      -47-

                  Purchaser's Loss in respect of such breach for the purposes of
                  this Section 10.1 shall be deemed to be the entire amount of
                  the undisclosed liabilities; and (B) not be liable for an
                  amount exceeding the Aggregate Consideration;

         (d)      the limitation that for Losses in respect of any Claims or
                  Remediation Orders made in connection with an Environmental
                  Condition, the Indemnifying Party shall: (i) not be required
                  to pay any amount until and unless the aggregate of all Losses
                  in respect of such Claims or Remediation Orders exceeds
                  $500,000 (the "Environmental Deductible") and shall only be
                  required to pay for amounts which exceed the Environmental
                  Deductible; and (ii) not be liable for an amount exceeding the
                  Aggregate Consideration;

         (e)      the limitation that the Vendor shall not be liable for any
                  special, indirect, consequential, punitive or aggravated
                  damages, including damages for loss of profit;

         (f)      the limitation that no claim for indemnity hereunder may be
                  brought in respect of an Environmental Condition more than
                  four (4) years after the Closing Date;

10.2     INDEMNIFICATION PROCEDURES FOR THIRD PARTY CLAIMS AND GOVERNMENTAL
         ORDERS

         (a)      In the case of Claims made by a third party with respect to
                  which indemnification is sought or may be sought (including
                  Claims made by a Governmental Authority in respect of an
                  Environmental Condition), the Party seeking indemnification
                  (in this Section, the "Indemnified Party") shall give prompt
                  Notice, and in any event within 20 days (or as soon as is
                  practical where the appeal period for an order of a
                  Governmental Authority is less than 20 days after the date the
                  Claim is received), to the other Party (in this Section, the
                  "Indemnifying Party") of any such Claims made upon it. If the
                  Indemnified Party fails to give such Notice, such failure
                  shall not preclude the Indemnified Party from obtaining such
                  indemnification, but its right to indemnification may be
                  reduced to the extent that such delay prejudiced the defence
                  of the Claim or increased the amount of liability or cost of
                  defence and provided that no Claim for indemnity in respect of
                  the breach of any representation or warranty contained in this
                  Agreement may be made unless Notice of such Claim has been
                  given prior to the expiry of the survival period applicable to
                  such representation and warranty pursuant to Section 6.2 and
                  no Claim for indemnity in respect of an Environmental
                  Condition may be made unless Notice of such Claim has been
                  given prior to the expiry of the four year limitation period
                  pursuant to Section 10.1(f).

         (b)      The Indemnifying Party shall have the right, by Notice to the
                  Indemnified Party given not later than 30 days after receipt
                  of the Notice described in subsection (a), to assume the
                  control of the defence, compromise or settlement of the Claim.

         (c)      Upon the assumption of control of any Claim by the
                  Indemnifying Party as set out in subsection (b), the
                  Indemnifying Party shall diligently proceed with the defence,
                  compromise or settlement of the Claim and, if necessary, the
                  Indemnifying Party shall employ counsel and, in the case of an
                  Environmental

<PAGE>

                                      -48-

                  Condition, consultants and contractors reasonably satisfactory
                  to the Indemnified Party.

         (d)      If the Indemnifying Party assumes control of the Claim, the
                  costs and expenses of the Indemnifying Party in connection
                  with any Claims other than Claims in connection with an
                  Environmental Condition shall be for the account of and paid
                  by the Indemnifying Party. If the Indemnifying Party assumes
                  control of any Claims made in connection with an Environmental
                  Condition or the proceedings with respect to a Remediation
                  Order, the costs and expenses of the Indemnifying Party
                  (including Remediation Costs) shall be paid by the
                  Indemnifying Party, provided that the Indemnified Party shall
                  reimburse the Indemnifying Party for all costs and expenses
                  (including Remediation Costs) incurred by the Indemnifying
                  Party in defence, compromise or settlement of the Claim or
                  Remediation Order relating to the Environmental Condition up
                  to the amount of the Environmental Deductible.

         (e)      The final determination of any Claim pursuant to this Section,
                  including all related costs and expenses, shall be binding and
                  conclusive upon the Parties as to the validity or invalidity,
                  as the case may be of such Claim against the Indemnifying
                  Party.

         (f)      If the Indemnifying Party does not assume control of the Claim
                  as permitted in subsection (b), the Indemnified Party shall
                  not be entitled to any indemnity from the Indemnifying Party
                  in respect of such Claim if the Indemnified Party settles such
                  Claim without the consent of the Indemnifying Party.

10.3     ADDITIONAL INDEMNIFICATION PROCEDURES FOR REMEDIATION ORDERS AND
         REMEDIATION

In the event that:

         (a)      any Remediation Order is issued against CanWest, the Vendor or
                  any of their Affiliates or the Purchaser or any of the
                  Companies with respect to any Environmental Condition;

         (b)      the Purchaser, any of the Companies, CanWest or the Vendor or
                  any of their Affiliates is otherwise required by Environmental
                  Laws to Remediate any Environmental Condition; or

         (c)      the Parties agree that any Environmental Condition should be
                  Remediated in order to avoid the issuance of any potential
                  Claim or Remediation Order,

then:

         (d)      the Party that receives the Remediation Order or a notice of
                  Remediation Order shall give prompt Notice and in any event
                  within 20 days (or as soon as is practical if the appeal
                  period is 15 days or less) to the other Party of the existence
                  of same, together with such other information which is in the
                  possession or

<PAGE>

                                      -49-

                  control of the Party as may be required to properly understand
                  the context of the situation;

         (e)      each Party shall have the right to fully participate in any
                  discussions with any Governmental Authority with respect to
                  the Environmental Condition;

         (f)      the Vendor shall have the right, by notice to the Purchaser
                  given not later than 30 days after receipt of the Notice
                  described in subsection (d), to assume control of the
                  proceedings and actions taken with respect to the Remediation
                  Order and the Remediation, failing which the Purchaser shall
                  assume control of the proceedings and actions taken with
                  respect to the Remediation Order and the Remediation;

         (g)      each Party shall provide the other with all consultants' and
                  contractors' reports, monitoring or sampling reports or
                  results, correspondence and all other data, documents or
                  information which may be materially relevant to the
                  Remediation Order or the Remediation;

         (h)      each Party shall provide the other with all reasonable
                  co-operation and assistance which is reasonably requested by
                  the other, including providing access to employees for
                  interviews and questions and making such employees reasonably
                  available as witnesses;

         (i)      the Party undertaking any Remediation with respect to matters
                  covered by this Section shall:

                  (i)      always proceed in compliance with Environmental Laws
                           and in a commercially reasonable manner in accordance
                           with generally accepted engineering and environmental
                           practices;

                  (ii)     retain a properly qualified consultant to develop a
                           Remediation Plan to address the Environmental
                           Condition and, no later than 15 days prior to the
                           date upon which the Remediation Plan is finalised,
                           provide the other Party with a copy of such plan in
                           draft form;

                  (iii)    instruct such consultant to amend the draft
                           Remediation Plan to address any reasonable
                           suggestions or comments which are received from the
                           other Party;

                  (iv)     during the Remediation, provide the other Party, or
                           its representatives or consultants, with:

                           (A)      such information as may be reasonably
                                    requested by the other Party;

                           (B)      the opportunity to observe the work being
                                    undertaken and to take such samples and to
                                    undertake such tests as the other Party may
                                    reasonably request,

<PAGE>

                                      -50-

                           provided that the other Party shall do so at its own
                           expense and the Party undertaking the Remediation
                           will not accept any responsibility or liability for
                           any personal injury or any other damage that may be
                           caused to the other Party or its representatives or
                           consultants during such observations, howsoever
                           caused. If the other Party or its consultants or
                           representatives do attend to observe the work, then
                           they shall first execute a written waiver of
                           liability in favour of the Party undertaking the
                           Remediation in a form satisfactory to the Party
                           undertaking the Remediation, acting reasonably; and

                  (v)      provide the other Party, as soon as is practicable
                           and in any event no later than 30 days after the
                           Remediation is completed, with a Completion Report
                           from the consultant;

         (j)      the Remediation Costs shall be paid as provided in Section
                  10.2(d); and

         (k)      in the event that the Party undertaking the Remediation is the
                  Vendor, the Purchaser shall provide the Vendor with such
                  access to the Real Property as may be required by the Vendor
                  to properly undertake such Remediation, provided that the
                  Vendor shall take all reasonable steps to avoid any
                  unreasonable interference with the business operations at the
                  Real Property.

The foregoing obligations and agreements apply only in respect of notices of
Remediation Orders or notices of requirements under Environmental Laws that are
delivered pursuant to paragraph (d) above within four years of the Closing Date.

10.4     GOOD FAITH

The Parties shall at all times act:

         (a)      in good faith in matters relating to Sections 10.3 or 10.4 of
                  this Agreement;

         (b)      to reduce the likelihood of a Remediation Order being issued;

         (c)      to reduce or minimize the likelihood of a Claim being made,
                  the amount of any such Claim and the costs or expenses payable
                  under this Agreement where Remediation is to be undertaken;
                  and

         (d)      always in a manner consistent with reasonableness and sound
                  business and environmental practices.

10.5     DISPUTES

In the event that any dispute or disagreement shall arise between the Parties
regarding any matter pursuant to Sections 10.3 or 10.4 (including the content of
any Remediation Plan, the conduct of any Remediation and the payment of any
amounts), such dispute or disagreement shall be resolved in accordance with the
Arbitration Procedures.

<PAGE>

                                      -51-

                                   ARTICLE 11
                                     GENERAL

11.1     PUBLIC NOTICES

All public notices to third parties and all other publicity concerning the
transactions contemplated by this Agreement shall be jointly planned and
coordinated by the Vendor and the Purchaser and no Party shall act unilaterally
in this regard without the prior approval of the other Party, such approval not
to be unreasonably withheld, except where required to do so by law or by the
applicable regulations or policies of any provincial or Canadian or other
regulatory agency of competent jurisdiction or any stock exchange in
circumstances where prior consultation with the other Party is not practicable.

11.2     EXPENSES

Each of the Parties shall pay their respective legal, accounting, and other
professional advisory fees, costs and expenses incurred in connection with the
transactions contemplated hereby and the preparation, execution and delivery of
this Agreement and all documents and instruments executed pursuant to this
Agreement and any other costs and expenses incurred. In particular, the Vendor
shall be responsible for any fees and expenses of any broker or investment
advisor retained in connection with the transactions contemplated hereby and
such fees and expenses shall not constitute an obligation of the Companies or
the Purchaser.

11.3     NOTICES

Any notice, consent or approval required or permitted to be given in connection
with this Agreement (in this Section referred to as a "Notice") shall be in
writing and shall be sufficiently given if delivered (whether in person, by
courier service or other personal method of delivery), or if transmitted by
facsimile or e-mail:

         (a)      in the case of a Notice to the Vendor at:

                  c/o CanWest Global Communications Limited
                  31st Floor, Toronto-Dominion Centre
                  201 Portage Avenue
                  Winnipeg, Manitoba   R3B 3C7

                  Attention:  Vice-President and General Counsel
                              with a copy to the Director, Corporate Development
                  E-mail:     rleipsic@canwest.com
                  c:          jculligan@canwest.com
                  Facsimile:  (204) 947-9841

<PAGE>

                                      -52-

         (b)      in the case of a Notice to the Purchaser at:

                  Osprey Media Holdings Inc.
                  60 Renfrew Drive
                  Suite 230
                  Markham, Ontario   L3R 0E1

                  Attention:  President and Chief Executive Officer
                              with a copy to the Vice President, Finance
                  E-mail:     msifton@ospreymedia.ca
                  c:          jleader@ospreymedia.ca
                  Facsimile:  (905) 752-1138

Any Notice delivered or transmitted to a Party as provided above shall be deemed
to have been given and received on the day it is delivered or transmitted,
provided that it is delivered or transmitted on a Business Day prior to 5:00
p.m. local time in the place of delivery or receipt. However, if the Notice is
delivered or transmitted after 5:00 p.m. local time or if such day is not a
Business Day then the Notice shall be deemed to have been given and received on
the next Business Day.

Any Party may, from time to time, change its address by giving Notice to the
other Parties in accordance with the provisions of this Section.

11.4     ASSIGNMENT

Neither this Agreement nor any benefits or burdens under this Agreement shall be
assignable by any Party without the prior written consent of the other Party,
which consent may be withheld in the sole discretion of the consenting Party,
except that the Purchaser may assign by way of security its rights under this
Agreement to one or more financial institutions providing bank financing to the
Purchaser or its Affiliates. Subject to the foregoing, this Agreement shall
enure to the benefit of and be binding upon the Parties and their respective
successors (including any successor by reason of amalgamation of any Party) and
permitted assigns.

11.5     ARBITRATION

In the event that the Parties are unable to settle any dispute relating to
construction or application of any provisions of the Agreement, or the rights,
duties or obligations of any Party associated therewith or derived therefrom,
the dispute shall forthwith be referred to arbitration in accordance with the
Arbitration Procedures, provided that nothing in this Section 11.5 will preclude
a Party from seeking interim relief by way of an injunction (mandatory or
otherwise) or other interim equitable relief in the Ontario Superior Court in
connection with this Agreement which court will have exclusive jurisdiction in
respect of all such matters.

11.6     AMENDMENT

No amendment, supplement, modification or waiver or termination of this
Agreement and, unless otherwise specified, no consent or approval by any Party,
shall be binding unless executed in writing by the Party to be bound thereby.

<PAGE>

                                      -53-

11.7     FURTHER ASSURANCES

The Parties shall, with reasonable diligence, do all such things and provide all
such reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each Party shall provide such further
documents or instruments required by any other Party as may be reasonably
necessary or desirable to effect the purpose of this Agreement and carry out its
provisions, whether before or after the Closing.

11.8     EXECUTION AND COUNTERPARTS

This Agreement may be executed by the Parties in counterparts and may be
executed and delivered by facsimile and all such counterparts and facsimiles
shall together constitute one and the same agreement.

IN WITNESS OF WHICH the Parties have executed this Share Purchase Agreement.

                                              GLOBAL COMMUNICATIONS LIMITED

                                              By: /S/ RICHARD M. LEIPSIC
                                                  ------------------------
                                                  Name:  Richard M. Leipsic
                                                  Title: Vice President

                                              CANWEST GLOBAL
                                              COMMUNICATIONS CORP.

                                              By: /S/ RICHARD M. LEIPSIC
                                                  ------------------------
                                                  Name:  Richard M. Leipsic
                                                  Title: Vice President and
                                                         General Counsel

                                              OSPREY MEDIA HOLDINGS INC.

                                              By: /S/ MICHAEL G. SIFTON
                                                  -------------------------
                                                  Name:  Michael G. Sifton
                                                  Title: President and
                                                         Chief Executive Officer

<PAGE>

                                LIST OF SCHEDULES

<TABLE>
<CAPTION>
SCHEDULE/EXHIBITS                      DESCRIPTION
-----------------                      -----------
<S>                  <C>
Exhibit A            List of Companies and Publications/Operations

Exhibit B            Form of Pension and Employee Benefits Plans Agreement

Exhibit C            Form of Transitional Services Agreement

Exhibit D            Form of Non-Competition Agreement

Exhibit E            Form of Opinion of Kaye Scholer LLP

Exhibit F            Form of Advertising Representation Agreement

Exhibit G            Form of CanWest News Services Agreement

Exhibit H            Form of CanWest Editorial Services Agreement

Exhibit I            Form of Electronic Distribution Agreement

Schedule 1.1(a)      Arbitration Procedures

Schedule 1.1(b)      Permitted Encumbrances

Schedule 3.4         Net Working Capital Calculation

Schedule 3.6         Allocation of Share Purchase Price

Schedule 4.4         Capitalization

Schedule 4.10(a)     Financial Statements

Schedule 4.10(b)     Interim Financial Statements

Schedule 4.12        Changes and Unusual Transactions

Schedule 4.18        Governmental Authorizations

Schedule 4.19        Intellectual Property

Schedule 4.20        Owned Real Property

Schedule 4.21        Leased Real Property

Schedule 4.23        Environmental Matters

Schedule 4.24        Employment Matters

Schedule 4.25        Collective Agreements

Schedule 4.26        Pension and Benefit Plans

Schedule 4.28        Material Contracts

Schedule 4.29        Litigation

Schedule 4.30        Tax Matters

Schedule 4.35        Commercial Print Customers

Schedule 4.36        Services Provided to the Companies

Schedule 9.12        Inactive St. Catharines Employees
</TABLE>

<PAGE>

                                    EXHIBIT A
                               PURCHASED COMPANIES

<TABLE>
<CAPTION>
                COMPANY                               PUBLICATIONS/OPERATIONS
                -------                               -----------------------
<S>                                     <C>
1. BRANTFORD EXPOSITOR GROUP INC.       (a)   The Expositor (Brantford, Daily, Paid)

                                        (b)   Midweek (Brantford, Weekly, Free)

                                        (c)   Weekender (Brantford, Weekly, Free)

                                        (d)   TV Times (Brantford, Weekly, Free)

                                        (e)   Homes (Brantford, Weekly, Free)

                                        (f)   Life Matters (Brantford, 8 times/year, Free)

2. FLAMBOROUGH REVIEW NEWSPAPER INC.    (a)   Flamborough Review (Flamborough, Weekly, Free)

3. HAMILTON PRINTING GROUP INC.         (a)   Printing Operation

4. NIAGARA NEWSPAPER GROUP INC.         (a)   The Dunnville Chronicle (Dunnville, Weekly, Paid)

                                        (b)   Niagara Falls Review (Niagara Falls, Daily, Paid)

                                        (c)   Weekend Update (Niagara Falls, Weekly, Free)

                                        (d)   The Tribune (Welland, Daily, Paid)

                                        (e)   The Tribune Extra (Welland, Weekly, Free)

                                        (f)   In Port (Welland, Weekly, Free)

                                        (g)   Pelham News (Welland, Weekly, Free)

5. PENINSULA NEWSPAPER GROUP INC.       (a)   Rannie Group

                                              (i)    Weekend Edition (Grimsby, Weekly, Free)

                                              (ii)   Niagara Advance (Niagara Lake, Weekly, Free)
</TABLE>

<PAGE>

                                      -2-

<TABLE>
<CAPTION>
                COMPANY                                         PUBLICATIONS/OPERATIONS
                -------                                         -----------------------
<S>                                     <C>
                                              (iii)  The Times (Fort Erie, Weekly, Free)

                                              (iv)   The Fort Erie Shopping Times (Fort Erie, Weekly, Free)

                                              (v)    Niagara Shopping News (Niagara Falls, Bi-Weekly, Free)

                                              (vi)   Welland Regional Shopping News (Welland, Weekly, Free)

                                              (vii)  St. Catharines Shopping News (St. Catharines, Weekly, Free)

                                        (b)   Rannie Publications Group

                                              (i)    Lincoln Post Express (Weekly, Free)

                                              (ii)   West Lincoln Review (Weekly, Free)

                                              (iii)  Grimsby Independent (Grimsby, Weekly, Free)

6. SOUTHERN ONTARIO COMMUNITY           (a)   The Brabant Group
   NEWSPAPER GROUP INC.
                                              (i)    Ancaster News (Weekly, Voluntary Pay)

                                              (ii)   Dundas Star News (Weekly, Free)

                                              (iii)  Hamilton News - Mountain Edition (Weekly, Free)

                                              (iv)   Stoney Creek News (Weekly, Free)

                                              (v)    Real Estate News & Business Guide (Weekly, Free)

                                              (vi)   New Homes News (Weekly, Free)
</TABLE>

<PAGE>

                                      -3-

<TABLE>
<CAPTION>
                COMPANY                                 PUBLICATIONS/OPERATIONS
                -------                                 -----------------------
<S>                                     <C>

                                        (b)   The Fairway Group

                                              (i)    New Hamburg Independent (Weekly, Paid)

                                              (ii)   Cambridge Times (Bi-Weekly, Voluntary Pay)

                                              (iii)  The Guelph Tribune (Bi-Weekly, Voluntary Pay)

                                              (iv)   Waterloo Chronicle (Weekly, Voluntary Pay)

                                              (v)    Forever Young (Monthly, Free)

7. ST. CATHARINES STANDARD GROUP INC.   (a)   The Standard (St. Catharines, Daily, Paid)

8. CANWEST ST. CATHARINES R.P.          (a)   No Publications (holding company for real
   HOLDINGS INC.                              property used by St. Catharines Standard)
</TABLE>

<PAGE>

                                 SCHEDULE 1.1(a)

                             ARBITRATION PROCEDURES

1.       DEFINITIONS AND INTERPRETATION

         (a)      DEFINITIONS - Unless otherwise defined in this Schedule, all
                  capitalized terms defined in the Agreement which are used in
                  this Schedule have the same meaning as provided for those
                  terms in the Agreement. Where used in this Schedule, unless
                  the context or subject matter otherwise requires, the
                  following words and phrases will have the meaning set forth
                  below:

                  "Approved Arbitrator" means a retired judge of the Ontario
                  Superior Court or a comparably qualified individual.

                  "Arbitrator" means the Arbitrator appointed pursuant to
                  Section 2 of this Schedule.

                  "Dispute" means any matter which a Party, in accordance with
                  the terms of the Agreement, submits to arbitration in
                  accordance with the terms of this Schedule.

                  "Procedures" means the arbitration procedures described in
                  this Schedule.

                  "Schedule" means this schedule of arbitration procedures and
                  all exhibits attached hereto.

         (b)      GOVERNING LAW AND JURISDICTION - All Disputes referred to
                  arbitration (including the scope of the agreement to
                  arbitrate, the law relating to the enforcement of the
                  agreement to arbitrate, any relevant limitation periods, the
                  law governing the procedure of the arbitration, the law
                  relating to available remedies, set-off claims, conflict of
                  laws rules and claims to costs and interest) shall be governed
                  by the laws of the Province of Ontario. Except as expressly
                  provided otherwise in this Schedule or the Agreement, the
                  provisions of the Arbitration Act, 1991 S.O. 1991 c.17
                  (Ontario) (the "Arbitration Act") shall apply in respect of
                  any arbitration conducted pursuant to this Schedule.

         (c)      TIME - In the computation of time under the Procedures or an
                  order or direction given by the Arbitrator pursuant to this
                  Schedule, except where a contrary intention appears or the
                  Parties otherwise agree:

                  (i)      where there is a reference to a number of days
                           between two events, those days shall be counted by
                           excluding the day on which the first event happens
                           and including the day on which the second event
                           happens, even if they are described as clear days or
                           the words "at least" are used;

<PAGE>

                                       -2-

                  (ii)     where the time for doing any act under this Schedule
                           or any order or direction given by the Arbitrator
                           expires on a day which is not a Business Day, the act
                           may be done on the next day that is not a Business
                           Day; and

                  (iii)    delivery of a document or notice provided for in this
                           Schedule or any order or direction given by the
                           Arbitrator made after 4:00 p.m. (Toronto time) or at
                           any time on a day which is not a Business Day, shall
                           be deemed to have been made on the next Business Day.

2.       COMMENCEMENT OF ARBITRATION - Any Party to the Agreement (the
         "Applicant") may commence arbitration for a Dispute by delivering a
         written notice (a "Complaint") to the Party against whom the Applicant
         seeks a remedy (the "Respondent"). In the Complaint, the Applicant
         shall describe the substance of the Dispute and name three (3) persons
         whom the Applicant is prepared to appoint as arbitrator, each of such
         persons to be an Approved Arbitrator. Within 10 days of the receipt of
         the Complaint, the Respondent shall by written Notice to the Applicant
         appoint one of the three (3) persons named by the Applicant or provide
         the Applicant with a list of three (3) persons who are Approved
         Arbitrators. Within 10 days of receipt of the Respondent's list, by
         written Notice to the Respondent, the Applicant shall appoint one (1)
         of such persons, or provide a further list of (3) three Approved
         Arbitrators. The Parties shall continue to exchange lists of three (3)
         Approved Arbitrators in this fashion until an Approved Arbitrator is
         appointed. If an Arbitrator is not appointed within 30 days of the
         initial receipt by the Respondent of the Complaint, either Party may
         apply to a judge of the Ontario Superior Court of Justice to appoint
         the Arbitrator on behalf of the Parties.

3.       ARBITRATION PROCEDURES - The following procedures shall apply to the
         arbitration of any Dispute, except as the Parties may otherwise agree
         or as the Arbitrator otherwise directs:

         (a)      Within 10 days of the appointment of the Arbitrator, the
                  Applicant shall deliver to the Respondent and the Arbitrator a
                  written statement (the "Claim") concerning the Dispute setting
                  forth, with particularity, the full names, descriptions and
                  addresses of the Parties, the nature of the Claim, the
                  allegations of fact supporting the Dispute submitted for
                  arbitration and the relief or remedy sought.

         (b)      Within 20 days after the delivery of the Claim, the Respondent
                  shall deliver to the Applicant and the Arbitrator a written
                  response (the "Answer") to the Claim setting forth, with
                  particularity, its position on the Dispute and the allegations
                  of fact supporting the Answer.

         (c)      If any Respondent fails to deliver an Answer within the time
                  limit referred to in subsection 3(b) of this Schedule, that
                  Respondent shall, subject to subsection 3(f), be deemed to
                  have admitted the allegations of fact alleged in the Claim and
                  have accepted the Applicant's entitlement to the relief and
                  remedy set out in the Claim.

         (d)      Within 7 days after the delivery of any Answer, the Applicant
                  may deliver to the Respondent and the Arbitrator a written
                  reply (the "Reply") to that Answer, setting forth, with
                  particularity, its response, if any, to the Answer.

<PAGE>

                                       -3-

         (e)      If the Respondent wants to submit any other Dispute to the
                  Arbitrator it may, within the time provided for the delivery
                  of the Answer to the Claim, also deliver to the Applicant and
                  the Arbitrator a counter-complaint (the "Counter-Complaint")
                  setting forth, with particularity, the nature of the
                  Counter-Complaint, the allegations of fact supporting the
                  Counter-Complaint and the relief or remedy sought, for the
                  Arbitrator to decide. Within 15 days of the delivery of a
                  Counter-Complaint, the Applicant shall deliver to the
                  Respondent making a Counter-Complaint and the Arbitrator an
                  Answer to such Counter-Complaint setting forth, with
                  particularity, its position on the Counter-Complaint and the
                  allegations of fact supporting the Counter-Complaint. If the
                  Applicant fails to deliver an Answer to the Counter-Complaint
                  within such 15-day period, the Applicant will be deemed,
                  subject to subsection (f) to have admitted the allegations of
                  fact alleged in the Counter-Complaint, and have accepted the
                  Respondent's entitlement to the relief and remedy set out in
                  the Counter-Complaint. Within 7 days after the delivery of an
                  Answer to the Counter-Complaint, the Respondent may deliver to
                  the Applicant and the Arbitrator a Reply to such Answer
                  setting forth, with particularity, its response to such
                  Answer. Any Dispute submitted to arbitration in accordance
                  with this subsection 3(e) shall be governed by, and dealt with
                  as if it were the subject of a Complaint, that shall be
                  determined by the same Arbitrator as part of the same
                  arbitration proceeding as the Complaint.

         (f)      The time limits set for the delivery of the documents referred
                  to in subsections 3(a) to (e) inclusive may be extended by
                  agreement of the Parties to the Agreement or by the Arbitrator
                  for such period, on such terms, and for such reasons as he or
                  she in his or her discretion may determine upon application
                  made to the Arbitrator in writing by either the Applicant or
                  the Respondent on notice to the other, either before the
                  expiry of the time limit in issue or within 2 days thereafter,
                  and the Arbitrator may relieve the applying Party of the
                  consequences of its failure to comply with the time limit in
                  issue, provided, however, that the other Party shall be given
                  an opportunity to make submissions on the application.

         (g)      Within 7 days following the completion of the steps set out in
                  subsections 3(a) to (e) of this Schedule, a Party may, upon
                  written notice to the other Party and to the Arbitrator,
                  request the Arbitrator to give directions and make any order
                  which is, in the discretion of the Arbitrator, reasonable
                  regarding any procedural matters which properly should be
                  resolved before the arbitration proceeds further, including:
                  the amendment of any Claim, Counter-Complaint, Answer or
                  Reply; the provision of particulars; the production of
                  documents and the need for examinations for discoveries in
                  connection with the arbitration, either by way of oral
                  examination or written interrogatories and a determination as
                  to the manner in which evidence shall be presented to the
                  Arbitrator (by way of agreed statement of facts, affidavit
                  evidence and transcripts of cross-examinations on such
                  affidavit evidence or viva voce, or some combination thereof).
                  In making any order or giving any direction in respect of any
                  procedural matter the Arbitrator may impose such terms as are
                  reasonable in order to ensure the completion of the
                  arbitration in a timely manner. The notice requesting any
                  direction or order pursuant to this subsection shall state the
                  direction or order

<PAGE>

                                       -4-

                  sought and set out the reasons for seeking such direction or
                  order. Nothing in this subsection shall be taken to limit the
                  jurisdiction of the Arbitrator to deal with procedural matters
                  in accordance with the Arbitration Act.

         (h)      Within 14 days of the delivery of the last of the statements
                  described in Section 3 (each a "Statement") to the Arbitrator,
                  or the expiry of the time for delivery of the last of such
                  Statements, each Party may, at its option, make a reply to any
                  Statement (a "Reply Statement").

         (i)      In the case where no Party has requested directions in
                  accordance with paragraph 3(g), the Parties shall have an
                  opportunity to make oral submissions to the Arbitrator
                  following the delivery of the Statements provided for in
                  paragraph 3(h). Such oral submissions shall be made at a
                  hearing ("Hearing") to be scheduled for a date within 30 days
                  of the delivery of the Reply Statements provided for in
                  subparagraph 3(h).

         (j)      Unless the time for making an award is extended by agreement
                  of the Parties or by court order, the Arbitrator shall make an
                  award within 60 days after completion of any Hearing. The
                  award shall be in writing and shall state the reasons on which
                  it is based. Executed copies of all awards shall be delivered
                  by the Arbitrator to each Party as soon as is reasonably
                  possible.

4.       AGREEMENT TO BE BOUND - Notwithstanding the provisions of Section 2 of
         this Schedule, no individual shall be appointed as Arbitrator unless he
         or she agrees in writing to be bound by the provisions of this
         Schedule.

5.       ARBITRATOR DISCRETION - Subject to the Arbitration Act, the Agreement
         and this Schedule, the Arbitrator may conduct the arbitration in such
         manner as the Arbitrator considers appropriate.

6.       INTERIM RELIEF - At the request of any Party, the Arbitrator may take
         such interim measures as the Arbitrator considers necessary in respect
         of the Dispute, including measures for the preservation of assets, the
         conservation of goods or the sale of perishable goods. The Arbitrator
         may require security for the costs of such measures.

7.       REMEDIES - The Arbitrator may make final, interim, interlocutory and
         partial awards. An award may grant any remedy or relief which the
         Arbitrator considers just and equitable and consistent with the
         intention of the Parties under the Agreement. The Arbitrator shall
         state in the award whether or not the Arbitrator views the award as
         final or interim, for purposes of any judicial proceedings in
         connection with such award.

8.       DECISION OF ARBITRATOR OR PANEL FINAL AND BINDING - Any award rendered
         or determination made by the Arbitrator or by the Panel, as applicable,
         including any determination relating to interim or interlocutory
         matters, shall be final and binding and there shall be no appeal
         therefrom, subject only to the provisions for putting aside an award
         contained in Section 46 of the Arbitration Act. Except as specifically
         provided herein, all issues arising in connection with the Dispute and
         the resolution thereof, including issues relating to interlocutory and
         interim matters, shall be resolved by the

<PAGE>

                                       -5-

         Arbitrator or by the Panel pursuant to the procedures set forth herein
         and shall not be resolved by application to the Ontario Superior Court
         of Justice or any other court.

9.       COSTS OF ARBITRATION - The fees and expenses of the Arbitrator and
         costs of the arbitration facilities shall be billed to and paid in
         equal proportions by the Parties to the Arbitration. The Arbitrator
         shall have the power to award costs, including the fees and expenses of
         the Arbitrator and costs of the arbitration facilities, in whole or in
         part where it is fair and reasonable, upon hearing submissions by any
         Party to the Arbitration requesting same, and any responding
         submissions from the other Party to the Arbitration. Unless otherwise
         specifically ordered by the Arbitrator, any costs awarded shall be on a
         party and party scale and not on a solicitor and client scale, or
         substantial indemnity scale.

10.      NOTICES - All Notices and all other documents required or permitted by
         this Schedule to be given by any Party to the arbitration to any other
         of them shall be given in accordance with Section 11.3 of the
         Agreement. All Notices and all other documents required or permitted by
         this Schedule to be given by any Party to the arbitration to the
         Arbitrator shall be given in accordance with the Arbitrator's
         instructions.

11.      EXCLUSIONS - Section 45 of the Arbitration Act shall be excluded in
         relation to any Arbitration pursuant to the provisions of this
         Schedule.

12.      CONFIDENTIALITY - The Parties shall keep confidential and not disclose
         to any Person the existence of the Arbitration and any element of the
         Arbitration (including submissions and any evidence or documents
         presented or exchanged and any awards thereunder), except to the
         Arbitrator, the Parties' shareholders, auditors and insurers, legal
         counsel to the Parties and any other Person necessary to the conduct of
         the Arbitration and except to the extent required by law, the rules of
         a stock exchange or securities regulatory authority having jurisdiction
         over a Party or required to enforce any award or decision made pursuant
         thereto. No individual shall be appointed as an Arbitrator unless he or
         she agrees in writing to be bound by a confidentiality provision
         similar in form and substance to this Section 12.

13.      EXPERTS - The Arbitrator shall not, without the written consent of all
         the parties to the arbitration, appoint any expert or other consultant
         or retain any counsel to advise him or her.

14.      PLACE AND LANGUAGE - Unless otherwise agreed by the Parties to the
         Arbitration, the place of the arbitration shall be Toronto, Ontario and
         any hearing in the course of the arbitration shall take place in
         Toronto, Ontario in the English language. The Arbitrator may hold
         hearings at a location other than the place of the arbitration if the
         parties to the arbitration agree.

<PAGE>

                                 SCHEDULE 1.1(b)

                             PERMITTED ENCUMBRANCES

"PERMITTED ENCUMBRANCES" means:

SECTION A

1.       Hollinger ROFR

2.       Encumbrances granted in favour of The Bank of Nova Scotia, as
         administrative agent for a syndicate of Lenders, which encumbrances
         will be released on Closing, and any registrations in respect of which
         will be discharged forthwith after Closing.

3.       Encumbrances with respect to the Guarantees to be discharged or
         extinguished as contemplated by this Agreement.

SECTION B

4.       Applicable municipal by-laws, development agreements, subdivision
         agreements, site plan agreements and building restrictions which do not
         in the aggregate materially adversely affect the current use or value
         of the Real Property affected thereby and provided the same have been
         complied with in all material respects to the Closing Date including
         the posting of any required security for performance of obligations
         thereunder.

5.       Any easements, servitudes, rights-of-way, licenses, restrictions that
         run with the land and other minor Encumbrances (including easements,
         rights-of-way and agreements for sewers, drains, gas and water mains or
         electric light and power or telephone, telecommunications or cable
         conduits, poles, wires and cables) which do not materially adversely
         affect the current use or value of the Real Property affected thereby
         and provided the same have been complied with in all material respects
         to the Closing Date.

6.       Defects or irregularities in title to the Real Property which are of a
         minor nature and do not materially adversely affect the current use or
         value of the Real Property affected thereby and provided the same have
         been complied with in all material respects to the Closing Date.

7.       Inchoate liens for taxes, assessments, governmental charges or levies
         not due as at the Closing Date.

8.       Inchoate liens for public utilities not due as at the Closing Date.

9.       Rights of equipment lessors under Equipment Contracts provided the
         terms of such Equipment Contracts have been fully performed to the
         Closing Date.

10.      The reservations in any original grants from the Crown of any land or
         interests therein and statutory exceptions to title.

<PAGE>

                                       -2-

11.      Any privilege in favour of any lessor, licensor or permitter for rent
         to become due or for other obligations or acts, the performance of
         which is required under Contracts, or Real Property Leases, so long as
         the payment of such or the performance of such other obligation or act
         is not delinquent and provided that such liens or privileges do not
         materially adversely effect the use or value of the assets of the
         Company affected thereby.