SCHEDULE 2.8

            Matters Relating to the Guarantee and Exchange Agreement


                           Article 1 - INTERPRETATION
                          -----------------------------

1.1  Definitions

In this  Schedule  2.8,  the  following  expressions  shall  have the  following
meanings,  namely:

(a)  "Common   Shares"   means  common  shares  in  the  capital  stock  of  the
     Corporation, as the same are constituted on the Closing Date;

(b)  "Conversion Price" means $1.80 (U.S.) per Common Share;

(c)  "Event of Default" has any meaning  ascribed thereto in Section 3.5 of this
     Schedule 2.8;

(d)  "Interest"  means all amounts of Interest owed or owing on any indebtedness
     owed   by  the   Secured   Corporations   pursuant   to  the   Indebtedness
     Documentation;

(e)  "Maturity  Date" means the first  anniversary of the Closing Date and being
     the date  upon  which  all  amounts  owing to the  Vendor  pursuant  to the
     Indebtedness Documentation are due and payable to the Vendor by the Secured
     Corporations ;

(f)  "Principal"  means the aggregate of  $12,000,000  in lawful money of United
     States of America owed by the Secured  Corporations  to the Vendor pursuant
     to the Indebtedness Documentation;

(g)  "Secured  Assets"  means any of the  assets in  respect of which the Vendor
     shall receive  security  over for the  obligations  under the  Indebtedness
     Documentation  and the  obligations  of the  Corporation  and the Purchaser
     under  the  Guarantee  and  Exchange   Agreement  and  the  Share  Purchase
     Agreement;

(h)  "Secured  Corporations" means Windjammer  Holdings Limited,  Elgin Holdings
     Limited, Windjammer Landing Company St. Lucia (1992) Limited and Windjammer
     Landing Company Limited; and

(i)  "Share Purchase  Agreement"  means that Share and Asset Purchase  Agreement
     among the Vendor,  the  Purchaser  and the  Corporation,  and to which this
     Schedule 2.8 is attached.

1.2  Capitalized  Terms.  Capitalized  terms used in this Schedule 2.8 which are
     not defined above shall have the respective  meanings attributed thereto in
     the Share Purchase Agreement.
<PAGE>

                         Article 2- EXCHANGE/CONVERSION
                        --------------------------------

2.1  Exchange by the Vendor
     ----------------------
     At any time prior to the Maturity Date and from time to time, at the option
     of the Vendor,  the Vendor shall have the right to require the  Corporation
     to pay and satisfy any portion of the  Principal  and Interest  owing under
     the  Indebtedness  Documentation  by issuing to the Vendor Common Shares on
     the basis of one (1) Common Share for every $1.80 of Principal and Interest
     to be repaid.  Should the Vendor  desire to have all or any  portion of the
     Principal  or Interest  exchanged  for Common  Shares,  the Vendor shall be
     required to: deliver to the Corporation at its principal  offices at [*], a
     completed exchange notice (an "Exchange  Notice"),  in the form of exchange
     notice attached hereto as Schedule A, duly executed by the Vendor;  and, an
     acknowledgement to the Corporation to the effect that the obligations owing
     under the Indebtedness Documentation are reduced by the amount of Principal
     and  Interest  exchanged  for Common  Shares in the manner  aforesaid.  The
     Vendor shall be deemed to become the holder of the Common  Shares which are
     the subject of an  Exchange  Notice,  on the date on which a duly  executed
     Exchange  Notice is received by the  Corporation  at the address  specified
     above,  provided  such date is  Business  Day (the  "Exchange  Date").  The
     Corporation shall, as soon as practical thereafter (but in any event within
     three (3)  Business  Days),  deliver  to the Vendor a  certificate  for the
     Common  Shares which the Vendor is entitled to receive in  accordance  with
     Article 2 of this Schedule 2.8.

2.2  Conversion by the Corporation
     -----------------------------
     Provided  the  conditions  set out  below in this  Section  2.2  have  been
     satisfied,  the Corporation  shall,  upon written notice to be received ten
     (10) days prior to the Maturity Date,  have the right to require the Vendor
     to convert any part of the Principal and Interest into Common Shares on the
     basis of one (1) Common Share for every $1.80 of Principal  and Interest to
     be  converted.  Any amount of the  Principal  and Interest not so converted
     shall be payable  upon the  Maturity  Date.  The  conditions  which must be
     satisfied  prior to the  Corporation  being entitled to exercise its rights
     under this Section 2.2 are as follows:

     (a)  during the period  from the  Closing  Date to the  Maturity  Date (the
          "Condition Period"), the closing bid price of the Corporation's Common
          Shares,  as published on the National  Association of Security Dealers
          Automated  Securities  Systems  ("NASDASS") has for a period of thirty
          (30)  consecutive  trading  days been equal to or  greater  than $3.00
          (U.S.) per share;

     (b)  the arithmetic  weighted average closing price of the Common Shares as
          published on NASDASS for the  forty-five  (45) day period  immediately
          prior to the Maturity Date is not less than $1.80 (U.S.) per share;

     (c)  all Common  Shares  issuable on the  conversion  of the  Principal and
          Interest shall have been registered  pursuant to the Securities Act of
          1933, as provided for in Section 3.1 hereof, and will, on issuance, be
          freely  tradable  in the United  States of America  and all  necessary
          regulatory  authorizations  and approvals  with respect  thereto shall
          have been obtained;

     (d)  at no time during the  Condition  Period  will the Common  Shares have
          been  delisted or removed from trading from  NASDASS,  nor shall there
          have been any other  regulatory  orders made  against the  Corporation
          which would have a negative  impact on the ability for a liquid market
          to exist with respect to the Common Shares; and

     (e)  at all times during the Condition Period and at the Maturity Date, the
          Corporation shall have owned and continues to own, beneficially and of
          record,  at least ninety percent (90%) of each class of the issued and
          outstanding  shares  in  the  capital  stock  of  the  Purchaser  and,
          indirectly,  through the Purchaser,  all of the issued and outstanding
          shares of the Secured  Corporations  and no agreements or  commitments
          relating to the alienation or disposition of such interests shall have
          been entered into.

     The  Vendor  shall be deemed to become a holder of Common  Shares  issuable
     upon a  conversion  pursuant to the  provisions  of this Section 2.2 on the
     Maturity  Date.  Any  of  the  Principal  and  Interest  not  converted  in
     accordance  with the  foregoing  shall be payable  in full on the  Maturity
     Date.  Following any  conversion of all or any portion of the Principal and
     Interest in accordance  with the terms of this Section 2.2 and the payment,
     in full,  of any of the  remaining  Principal  and  Interest  which  may be
     payable on the Maturity  Date,  the Vendor shall be required to execute all
     such  documentation  as may be  reasonably  necessary  to reflect  the full
     payment and satisfaction of the Principal and Interest, although the timing
     of the  execution  of any such  documentation  shall in no way  effect  the
     determination  of the date upon  which the  Vendor  becomes  the  holder of
     Common  Shares as provided for above.  As soon as  practicable  following a
     conversion  contemplated by this Section 2.2, but in any event within three
     (3)  Business  Days,  the  Corporation   shall  deliver  to  the  Vendor  a
     certificate for the Common Shares issuable upon the conversion  referred to
     in this Section 2.2.

2.3  Payment of Taxes
     ----------------
     The  Corporation  shall not be required to pay any tax which may be payable
     in respect of any  transfer  involved  in the issue and  delivery of Common
     Shares  or  other   securities  or  property  any  exchange  or  conversion
     contemplated by this Article 2, in a name other than that of the Vendor (or
     in street  name),  and the  Corporation  shall not be  required to issue or
     deliver any such shares or other  securities  or property  unless and until
     the person or persons  (other  than the  Vendor or the  custodian  in whose
     street name such shares are to be held for the Vendor's account) requesting
     the issuance  thereof shall have  established  to the  satisfaction  of the
     Corporation, acting reasonably, that such tax has been paid.
<PAGE>

2.4  Anti-dilution
     -------------
     If at any time after the Closing Date the  Corporation  shall subdivide its
     Common  Shares  into a greater  number of Common  Shares or shall  issue in
     exchange for such Common Shares a greater number of Common Shares,  then in
     such case from and after the effective date of such subdivision or exchange
     of Common Shares the  exchange/conversion  rate referred to in Sections 2.1
     and 2.2 above  shall be  increased  in  proportion  to the  increase in the
     number of  outstanding  Common Shares  resulting  from such  subdivision or
     exchange at any time after the date hereof. If the Corporation shall reduce
     the  number of Common  Shares by  combination  or  consolidation  of Common
     Shares or shall  issue in  exchange  for its  outstanding  Common  Shares a
     smaller  number  of  Common  Shares,  then in each  case from and after the
     effective date of such combination, consolidation or exchange or shares the
     exchange/conversion rate referred to in Sections 2.1 and 2.2 above shall be
     decreased in proportion to the decrease in the number of outstanding Common
     Shares resulting from such combination consolidation or exchange of shares.
     The  adjustments  referred to this  Section 2.4 shall be made each time the
     Corporation   undertakes   a   sub-division,    exchange   combination   or
     consolidation of its Common Shares.

2.5  Corporate Changes
     -----------------
     If the Corporation shall be a party to: any reclassification of its shares;
     any capital reorganization; or any consolidation, merger or amalgamation of
     the  Corporation  with or into any  other  corporation  or body  corporate,
     including  by  way  of  sale,  whereby  all  or  substantially  all  of the
     Corporation's undertaking and assets would become the property of any other
     corporation, any of which is herein called a "Capital Reorganization",  the
     Vendor, provided it has not exercised the right of exchange provided for in
     Section  2.1  above   prior  to  the   effective   date  of  such   Capital
     Reorganization,   shall  be  entitled  to  receive,  upon  an  exchange  or
     conversion  pursuant to Sections 2.1 or 2.2 above,  as  applicable,  at any
     time on the effective date of such Capital Reorganization or thereafter, in
     lieu of the number of Common  Shares to which it was  theretofore  entitled
     upon  exchange,  the  aggregate  number of shares  or other  securities  or
     property of the  Corporation  resulting  from or acquired under the Capital
     Reorganization  that the Vendor  would have been  entitled  to receive as a
     result of such Capital Reorganization as if, on the effective date thereof,
     the Vendor had been the registered holder of the number of Common Shares to
     which it was  theretofore  entitled upon an exchange  under this Article 2,
     with the appropriate adjustments to the Conversion Price. Nothing contained
     in this Section 2.5 shall be construed as providing  the  Corporation  with
     the ability to undertake a Capital Reorganization without the prior written
     consent of the Vendor. Furthermore, in the event the Vendor consents to one
     or more  Capital  Reorganizations,  the  adjustments  provided  for in this
     Section 2.5 shall be made each time the  Corporation  undertakes  a Capital
     Reorganization.
<PAGE>

                     Article 3 - COVENANTS AND OTHER MATTERS
                     ----------------------------------------

3.1  Registration Statement
     ----------------------
     Forthwith following  execution of the Share Purchase Agreement,  but in any
     event  within  forty-five  (45)  days  of the  date of the  Share  Purchase
     Agreement,  the  Corporation  shall,  at its expense,  cause a registration
     statement to be filed  pursuant to the  Securities  Act of 1933 to register
     all of the Common  Shares  issuable  pursuant  to the terms of Article 2 of
     this Schedule 2.8 and the terms of the Guarantee and Exchange Agreement.

3.2  Nature of Guarantee
     -------------------
     The Guarantee and Exchange  Agreement will provide that the Corporation and
     the Purchaser absolutely, unconditionally,  jointly and severally guarantee
     to the Vendor the punctual  payment in full of all Principal,  Interest and
     costs owed to the Vendor under the Indebtedness  Documentation  and the due
     performance  and  observance by the respective  Secured  Corporation of all
     terms and conditions contained in the Indebtedness  Documentation,  and the
     Corporation and the Purchaser shall,  jointly and severally,  indemnify the
     Vendor  against any loss that may result to the Vendor  from the  Principal
     and Interest owing under the Indebtedness Documentation not being repaid to
     the Vendor in accordance with the terms of the  Indebtedness  Documentation
     and the Share Purchase  Agreement.  Furthermore,  the  Corporation  and the
     Purchaser shall be jointly and severally liable as principal  debtors until
     all  covenants  contained  in  the  Indebtedness  Documentation  have  been
     performed, despite any release in whole or in part of any security given in
     respect of the Indebtedness  Documentation (or as contemplated by the Share
     Purchase  Agreement)  or  the  Guarantee  and  Exchange  Agreement,  or the
     granting of time or other indulgences to any of the Secured Corporation who
     are a party to the  Indebtedness  Documentation,  and despite any change in
     the name, objects or members of the Secured  Corporations or the Vendor, or
     the  amalgamation  of  the  Secured  Corporations,   the  Corporation,  the
     Purchaser or the Vendor with any other corporation.  The Vendor shall be at
     liberty to act as though the  Corporation  or the Purchaser  were liable as
     principal debtors under the Indebtedness  Documentation and the Corporation
     and the  Purchaser  hereby  waive any and all  rights  they might have as a
     surety, whether at law, in equity or otherwise,  that are inconsistent with
     the foregoing.  In addition,  the Corporation and the Purchaser shall waive
     any demand and any right of  subrogation  to any of the  Vendor's  security
     granted  pursuant to the  Indebtedness  Documentation  or any other  rights
     against   the   Secured   Corporations   pursuant   to   the   Indebtedness
     Documentation, unless and until the Vendor is paid in full all amounts owed
     pursuant to the  Indebtedness  Documentation,  and the  Corporation and the
     Purchaser  shall further waive any defence  available to them as guarantors
     at law or in equity. The Vendor shall not be bound to exhaust its recourses
     against  the  respective  Secured  Corporations  or other  persons,  nor to
     realize on any security  held pursuant to the  Indebtedness  Documentation,
     nor notify either the  Corporation  or the Purchaser of any act or event of
     default  under  the  Indebtedness   Documentation,   before  requiring  the
     Corporation  and/or the  Purchaser to perform their  obligations  under the
     Guarantee and Exchange Agreement.
<PAGE>

3.3  Additional Covenants of the Corporation and the Purchaser
     ---------------------------------------------------------
     So  long  as any  indebtedness  is  owing  to the  Vendor  pursuant  to the
     Indebtedness  Documentation  and until all moneys owing thereunder are paid
     in full:

(a)  To Pay Principal and Interest:
     -----------------------------
     The Corporation and the Purchaser will duly and punctually cause to be paid
     the Principal and Interest in accordance  with the terms and  conditions of
     the Indebtedness  Documentation,  the Guarantee and Exchange  Agreement and
     the Share Purchase Agreement.

(b)  To Pay Costs:
     ------------
     The Corporation and the Purchaser,  jointly and severally, agree to pay all
     reasonable costs, charges and expenses of or incurred by the Vendor: (i) in
     any proceedings taken in enforcing the remedies provided for herein, in the
     Share  Purchase  Agreement  or  otherwise  in relation to the  Indebtedness
     Documentation;  and,  (ii)  of  any  receiver  with  respect  to,  and  all
     expenditures  made by the Vendor or any  receiver  in the course of,  doing
     anything  permitted  to be done by the  Vendor or such  receiver.  All such
     costs  and  expenses  and  other  monies  payable  under  the  Indebtedness
     Documentation, together with interest thereon at the rate applicable to the
     Principal,  shall be payable on demand.  Without limiting the generality of
     the  foregoing,  such costs  shall  extend to and  include  any legal costs
     reasonably  incurred  by or on behalf of the Vendor or  receiver as between
     solicitor and his own client.

(c)  To Pay Certain Debts:
     --------------------
     The Corporation and the Purchaser  shall  punctually pay and discharge,  or
     cause to be paid and discharged, every obligation and the failure to pay or
     discharge  which could  result in any lien or charge or right of  distress,
     forfeiture,  termination or sale or any other remedy being enforced against
     the Secured Assets and provide to the Vendor, when requested,  satisfactory
     evidence  of  such  payment  and  discharge,  but the  Corporation  and the
     Purchaser  may, on giving the Vendor such  security  (if any) as the Vendor
     may  require in its  discretion,  refrain  from paying or  discharging  any
     obligation the liability for which is being contested in good faith.

<PAGE>

(d)  To Maintain Corporate Existence and Security:
     --------------------------------------------
     The  Corporation and the Purchaser shall each, and shall together cause and
     ensure that each of the Secured  Corporations:

(i)  maintain  its  corporate  existence  and  not be a party  to any  Corporate
     Reorganization;

(ii) diligently preserve all its material rights, licences,  powers, privileges,
     franchises and goodwill;

(iii)observe and perform all material  obligations and substantially comply with
     all  conditions  under real property  leases,  material  equipment  leases,
     licences and other agreements to which it is a party;

(iv) carry on and conduct its business in a proper and efficient manner;

(v)  keep  proper  books  of  account  with  correct  entries  of  all  material
     transactions in relation to its business;

(vi) observe and conform to all  requirements of law and of any  governmental or
     municipal  authority material to the carrying on by each such entity of its
     business,  the  breach of which  could  reasonably  be  expected  to have a
     material adverse effect on the interests of the Vendor;

(vii)subject to normal  wear and tear,  repair and keep in repair and good order
     and condition all property comprising the Secured Assets;

(viii) immediately  notify the Vendor in writing of any proposed  change of name
     of such entity or of such entity's chief place of business;

(ix) keep the Vendor  informed  in writing  as to the  location  of the books of
     account and other records of each such entity;

(x)  pay all taxes, rates,  government fees and dues levied, assessed or imposed
     upon it in an amount exceeding  $25,000 as and when the same become due and
     payable  save and  except  where it  contests  in good  faith the  validity
     thereof by proper legal  proceedings  and for which  provision  for payment
     adequate in the reasonable opinion of the Vendor has been made;

(xi) forthwith  notify  the  Vendor  of any  default  (or  event,  condition  or
     occurrence  which with the giving of notice  and/or the lapse of time would
     constitute  a default)  in  connection  with any  individual  or  aggregate
     indebtedness or guarantee of such entity in an amount exceeding (A) $25,000
     with respect to any of the Secured Corporations and the Purchaser;  and (B)
     $250,000 with respect to the Corporation;
<PAGE>

(xii)advise the Vendor  forthwith  upon becoming  aware of any default under the
     Indebtedness  Documentation,  the  Guarantee  and Exchange  Agreement,  any
     security or agreements given thereunder or the Share Purchase Agreement and
     deliver to the Vendor within three (3) days following request a certificate
     in  form  and  substance  satisfactory  to  the  Vendor  signed  by a  duly
     authorized  signatory  certifying  that no such default has occurred or, if
     such is not the case,  specifying  all such  defaults  and their nature and
     status;

(xiii)  promptly  cure or cause to be cured  any  defects  in the  execution  or
     delivery  of  any   instrument   and  any   defects  in  the   validity  or
     enforceability  of any security given in connection  with the  Indebtedness
     Documentation  and/or  the  Guarantee  and  Exchange  Agreement  and at its
     expense duly execute and deliver or cause to be duly executed and delivered
     all documents as may be necessary or desirable for such purposes; and

(xiv)at its cost and expense,  upon the request of the Vendor,  duly execute and
     deliver,  or cause to be duly  executed and  delivered,  to the Vendor such
     documents  and do or  cause to be done  such  acts as may be  necessary  or
     desirable in the reasonable opinion of the Vendor to carry out the purposes
     of the Indebtedness Documentation, the Guarantee and Exchange Agreement and
     the security given in respect thereof.

(e)  Interests in Secured Corporations:
     ---------------------------------
     The Corporation  shall not sell,  transfer,  assign,  pledge,  hypothecate,
     secure or  otherwise  alienate  in any manner any of its  interests  in the
     Purchaser  as at the  Closing  Date,  other  than as  contemplated  in this
     Schedule 2.8, and the Purchaser shall not sell, transfer,  assign,  pledge,
     hypothecate,  secure or  otherwise  alienate  in any  manner  its direct or
     indirect  interests in any of the Secured  Corporations or their respective
     assets, including the Secured Assets.

(f)  Notice of Litigation and Damage:
     -------------------------------
     Each of the  Corporation  and the  Purchaser  hereby agree to promptly give
     written notice to the Vendor of: (i) all claims or  proceedings  pending or
     threatened  against  either the  Corporation,  the  Purchaser,  the Secured
     Corporations  or their  affiliates  and which  individually  or aggregately
     would reasonably be expected to give rise to uninsured  liability in excess
     of (A)  $25,000  with  respect to any of the Secured  Corporations  and the
     Purchaser and; (B) $100,000 with respect to the Corporation, or which would
     reasonably be expected to have a material adverse effect on the business or
     operations  of  any  of  the  Corporation,   the  Purchaser,   the  Secured
     Corporations  or  their  affiliates;  and  (ii)  all  damage  to or loss or
     destruction  of  any  property  relating  to  the  business  of  any of the
     Purchaser and the Secured  Corporations  which  individually or aggregately
     would  reasonably be expected to give rise to an insurance  claim in excess
     of  $25,000;  and will supply the Vendor  with all  information  reasonably
     requested in respect of any such claim.
<PAGE>

(g)  Compliance:
     -----------
     Each of the Corporation  and the Purchaser  hereby agree to strictly comply
     with every covenant and undertaking  governing the relationship between the
     Corporation,  the  Purchaser and the Vendor as the same may be amended from
     time to time and will,  forthwith upon becoming  aware of same,  advise the
     Vendor of any non-compliance with such covenants and undertakings.

(h)  Access:
     ------
     Each of the Corporation and the Purchaser  hereby permit the Vendor and its
     respective  agents,  employees and  authorized  representatives  to inspect
     either the  Corporation's,  the  Purchaser's  or the Secured  Corporations'
     premises  from time to time and in this  regard  the  Vendor (or any person
     designated by the Vendor in writing) shall have the right,  upon reasonable
     notice to and during  normal  business  hours of such entities to enter and
     have  free  access  to visit  and  inspect  any of the  properties  of such
     entities,  to examine  its  corporate  books and  financial  records and to
     discuss  with the  officers of any such entity its  affairs,  finances  and
     accounts as often as may be reasonably  required,  but in any event no more
     than  once a month,  provided  that  until  the  occurrence  of an Event of
     Default  (as  defined  before) any  information  so obtained  shall be kept
     strictly  confidential and shall not be disclosed to any person  whomsoever
     by the  Vendor,  save as required  by the Vendor in  exercising  its rights
     under the Indebtedness Documentation, the Guarantees and Exchange Agreement
     and any security  given in respect  thereof or save as to its employees and
     professional advisors upon the same terms as to confidentiality.

(i)  Distributions on Capital Stock:
     ------------------------------
     So  long as any  obligation  remains  outstanding  under  the  Indebtedness
     Documentation,  neither  the  Corporation,  the  Purchaser  nor  any of the
     Secured Corporations shall (without the Vendor's prior written consent):

     (i)  pay,  declare or set apart for such  payment,  any  dividend  or other
          distribution (whether in cash, property or other securities) on shares
          of its capital stock; or
<PAGE>

     (ii) directly  or  indirectly  or  through  any  subsidiary  make any other
          payment or distribution in respect of its capital stock.

(j)  Borrowings:
     ----------
     So long as either the  Corporation  or the  Purchaser  have any  obligation
     under the Guarantee and Exchange Agreement or any obligation is outstanding
     under the Indebtedness Documentation,  none of the Purchaser or the Secured
     Corporations  shall,  without the Vendor's prior written  consent,  create,
     incur,  assume or suffer to exist any liability for borrowed  money,  other
     than:  (i)  borrowing  in  existence or committed to on the date hereof and
     which the Vendor has been  informed  in writing  prior to the date  hereof;
     (ii)  indebtedness  to trade  creditors  incurred in the ordinary course of
     business;  and,  (iii)  the  proceeds  of which  shall be used to repay the
     obligations under the Indebtedness Documentation in full.

(k)  Liens:
     -----
     The Corporation and the Purchaser will use their respective best efforts to
     prevent  any lien being  filed or  otherwise  asserted  against any real or
     personal property of the Purchaser or the Secured Corporations or otherwise
     comprising  a part of the  Secured  Assets  and  will  promptly  cause  the
     discharge  of  same  in the  case  of any  filing  of  claim  for  lien  or
     proceedings  for the  enforcement  thereof;  provided,  however,  that  the
     Corporation or the Purchaser  shall have the right to contest in good faith
     and with  reasonable  diligence the validity of any such lien or claim upon
     furnishing  such  security  or  indemnities  as the Vendor  may  reasonably
     require.

(l)  Notice of Material Change or Default:
     ------------------------------------
     The  Corporation  and the Purchaser shall promptly notify the Vendor if any
     one of the  Corporation,  the  Purchaser or the Secured  Corporations:

     (i)  receives  notice  of  any  violation  or  potential  violation  of any
          environmental  or health laws or  environmental  orders which may have
          occurred or been  committed or is about to occur or be  committed  and
          which has a material adverse effect on the business or property of the
          Corporation, the Purchaser or the Secured Corporations;

     (ii) receives notice that any administrative or judicial complaint or order
          has been issued or filed or is about to be issued or filed against the
          Corporation,   the  Purchaser  or  the  Secured  Corporations  or  its
          representatives  alleging  violations of any  environmental  or health
          laws or environmental  orders or requiring the taking of any action in
          connection  with any  hazardous  substance  and which  has a  material
          adverse  effect on the  business or property of the  Corporation,  the
          Purchaser or the Secured Corporations;
<PAGE>

     (iii)learns of the  enactment  of any  environmental  or health laws or the
          issuance  of  any  environmental  orders  which  would  reasonably  be
          expected to have a material adverse effect on the business or property
          of the Corporation,  the Purchaser or the Secured  Corporations;

     (iv) except  for any  hazardous  substances  used by the  Corporation,  the
          Purchaser  or the  Secured  Corporations  in the  ordinary  course  of
          business,  knows of or suspects that any hazardous  substance has been
          brought  onto  any  part  of  the  property  of the  Corporation,  the
          Purchaser  or the  Secured  Corporations  or that there is any actual,
          threatened or potential  release of any hazardous  substance on, from,
          in or under any part of the property of the Corporation, the Purchaser
          or the Secured Corporations; or

     (v)  defaults  in  the  performance  of  any  covenants  contained  in  the
          Indebtedness Documentation,  the Guarantee and Exchange Agreement, any
          Security granted in respect thereof and the Share Purchase Agreement.

(m)  Books and Records:
     -----------------
     The Corporation,  the Purchaser and the Secured  Corporations will maintain
     accounting  systems  and books of  account  in  accordance  with  generally
     accepted accounting principles and practices.

3.4  Security
     --------
     The obligations of the Purchaser under the Guarantee and Exchange Agreement
     with  respect  to  its  guarantee  of  the   obligations   of  the  Secured
     Corporations under the Indebtedness  Documentation  shall be secured by all
     of the assets of the  Purchaser,  including  the  Purchased  Shares and the
     Purchased  Assets,  on a basis which is  satisfactory  to the Vendor in its
     discretion, all as provided for in the Share Purchase Agreement.

3.5  Defaults
     --------
     The Corporation and the Purchaser agree that the Principal and Interest and
     all  other  moneys  owing  under  the  Indebtedness  Documentation  and the
     Guarantee and Exchange Agreement shall become  immediately  payable and any
     security in connection therewith shall become enforceable in each and every
     of the  events  following,  each of which  shall be  deemed  an  "Event  of
     Default"  and  agree  to  execute  or  cause  to be  executed  any  and all
     instruments  as the Vendor may deem necessary to reflect same:
<PAGE>

(a)  Payment:
     -------

     if any of the  Secured  Corporations  makes a  default  in  payment  of the
     Principal or Interest owing under the Indebtedness  Documentation or either
     the  Corporation  or the Purchaser  makes a default in payment of any other
     indebtedness or liability of either of them to the Vendor when due;

(b)  Performance of Covenants:
     ------------------------
     if either the Corporation, the Purchaser or any of the Secured Corporations
     makes  default  in  the  observance  or  performance  of  any  covenant  or
     undertaking  heretofore  or  hereafter  given by any of them to the  Vendor
     whether  contained in the  Indebtedness  Documentation,  the  Guarantee and
     Exchange  Agreement,  the Share Purchase  Agreement or otherwise and, after
     notice has been given to the defaulting party specifying such default,  the
     defaulting party fails to make good such default within a period of fifteen
     (15) days;

(c)  Ownership Structure:
     -------------------
     if the ownership  structure of the Purchaser and the Secured  Corporations,
     in  effect  immediately   following  the  completion  of  the  transactions
     contemplated  by the  Share  Purchase  Agreement  changes  in  any  regard.
     Notwithstanding  the foregoing,  the Corporation  shall be allowed to enter
     into transactions which have the effect of reducing its ownership interests
     in the Purchaser to not less than ninety percent (90%) of each class of the
     issued  and  outstanding  shares  in the  capital  stock of the  Purchaser,
     without  same  constituting  an Event of  Default,  provided  that any such
     transaction(s) would not otherwise constitute an Event of Default;

(d)  Winding Up:
     ----------
     if an order is made or an effective resolution passed for the winding-up or
     liquidation  of the  Corporation,  the  Purchaser  or  any  of the  Secured
     Corporations,  or  if a  petition  is  filed  for  the  winding-up  of  the
     Corporation,  the  Purchaser  or any of the Secured  Corporations  and such
     petition is not stayed, withdrawn or dismissed within thirty (30) days;

(e)  Insolvency:
     ----------
     if the  Corporation,  the  Purchaser  or any  of the  Secured  Corporations
     becomes  insolvent  within the  meaning  of the  bankruptcy  or  insolvency
     legislation applicable to any one of them;

<PAGE>


(f)  Bankruptcy or Receivership:
     --------------------------
     if a  bankruptcy  petition  is  filed  or  presented  against  any  of  the
     Corporation,  the  Purchaser  or  the  Secured  Corporations;   or  if  any
     proceedings  with respect to the  Corporation  the Purchaser or the Secured
     Corporations are commenced under the legislation  providing for arrangement
     with creditors or otherwise providing  protection for the benefit of any of
     the  Corporation,  the  Purchaser  or the  Secured  Corporations;  or if an
     execution,  sequestration,  or  any  other  process  of any  court  becomes
     enforceable  against any of the  Corporation,  the Purchaser or the Secured
     Corporations  or if a distress  or  analogous  process  is levied  upon the
     property  of  any  of  the  Corporation,   the  Purchaser  or  the  Secured
     Corporations  or any part thereof;  unless in any such case such  petition,
     proceeding, or process is stayed,  withdrawn,  dismissed or vacated, as the
     case may be, within ten (10) days;

(g)  Cessation of Business:
     ---------------------
     if any of the Corporation, the Purchaser or the Secured Corporations ceases
     or  threatens  to  cease  to  carry  on  its  business  or if  any  of  the
     Corporation, the Purchaser or the Secured Corporations commits or threatens
     to commit any act of bankruptcy;

(h)  Other Events of Default:
     -----------------------
     Each of the  following  events  shall also  constitute  an Event of Default
     hereunder:

     (i)  if any receiver,  administrator or manager of the property,  assets or
          undertaking  of any of the  Corporation,  the Purchaser or the Secured
          Corporations  or a substantial  part thereof is appointed  pursuant to
          the terms of any trust deed,  trust  indenture,  debenture  or similar
          instrument or by or under any judgment or order of any court;

     (ii) if any of the Corporation,  the Purchaser or the Secured  Corporations
          materially  changes the nature of its business  without the consent of
          the Vendor;

     (iii)if any balance sheet or other financial  statement  provided by any of
          the  Corporation,  the  Purchaser or the Secured  Corporations  to the
          Vendor is intentionally false or misleading in any material respect;

     (iv) if any of the Corporation,  the Purchaser or the Secured  Corporations
          declares any dividends on its shares; or

     (v)  if any  representation  or  warranty  made by the  Corporation  or the
          Purchaser in any instrument or in any certificate, statement or report
          is  found  to be  false  or  incorrect  in any  way so as to  make  it
          materially misleading when made or when deemed to have been made.
<PAGE>

3.6  Waiver of Default
     -----------------
     The Vendor may waive any breach by the  Corporation or the Purchaser of any
     of the  provisions  contained in the  Guarantee  and Exchange  Agreement or
     otherwise  or any  default  by the  Corporation  or  the  Purchaser  in the
     observance  or  performance  of any covenant or condition to be observed or
     performed by the Corporation or the Purchaser;  provided always that no act
     or omission by the Vendor in the  premises  shall  extend to or be taken in
     any manner  whatsoever  to affect any  subsequent  breach or default or the
     rights resulting therefrom.

3.7  Remedies Upon Default
     ---------------------
     Upon the occurrence of an Event of Default,  the Vendor may exercise any or
     all of its rights and remedies  under the Guarantee and Exchange  Agreement
     or otherwise  and all other rights and remedies  available to the Vendor in
     law or equity including, without limitation:

     (a)  the Vendor may commence such  litigation or proceedings as it may deem
          expedient,  all without any additional notice,  presentation,  demand,
          protest or notice except as may be required by applicable law, or

     (b)  take such steps as it determines advisable to enforce its rights under
          or pursuant to any security granted in connection with the obligations
          under the  Indebtedness  Documentation,  the  Guarantee  and  Exchange
          Agreement or otherwise,  including  entering into possession of any of
          the property or assets so secured, or any other action,  notice of all
          of which is hereby expressly waived to the fullest extent permitted by
          applicable law by the Corporation and the Purchaser.

     The rights and  remedies of the Vendor  under the  Guarantee  and  Exchange
     Agreement  shall  be  cumulative  and  shall be in  addition  to and not in
     substitution  of any other  rights or  remedies  provided  by law.  Nothing
     contained in the  Indebtedness  Documentation,  the  Guarantee and Exchange
     Agreement or in any loan or security documents now or hereafter held by the
     Vendor   with   respect   to  the   obligations   under  the   Indebtedness
     Documentation,  nor any act or omission of the Vendor with  respect to such
     documents,  shall in any way  prejudice or affect its rights,  remedies and
     powers with respect to any other documents.

<PAGE>

                                  SCHEDULE "A"
                                 to Schedule 2.8

                                 EXCHANGE NOTICE

TO:  THE BAUER PARTNERSHIP, INC. ("the Corporation")

     _________The  undersigned  herby  exercises  the right to exchange $ of the
-----   Principal   and  $  of  the   Interest   obligations   owing  to  it  by
-----------------------------------
---------------------------------------------------------   ,  pursuant  to  the
terms  of  the  Guarantee  and  Exchange   Agreement   entered  into  among  the
undersigned,  the --- Corporation and the Purchaser (the "Guarantee and Exchange
Agreement") for common shares (the "Common  Shares") in the capital stock of the
Corporation.  All capitalized  terms used herein and not otherwise defined shall
have the respective  meanings  attributed  thereto in the Guarantee and Exchange
Agreement. DATED this day of , .

                                           -------------------------------------
                                           (Signature of Holder)
                                           Address of Holder:

Please have the aforementioned Common Shares registered as follows:

Name:
Address:

This Exchange  Notice must be signed and  surrendered to the  Corporation as its
offices at [[X]].