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                                                                   EXHIBIT 4.2


                  VOTING, SUPPORT AND EXCHANGE TRUST AGREEMENT


THIS AGREEMENT made as of the 27th day of July, 1998


AMONG:

                  RAINTREE RESORTS INTERNATIONAL, INC., a corporation
                  existing under the laws of the State of Nevada

                  (hereinafter referred to as the "Parent")

                                                           OF THE FIRST PART

AND:

                  RAINTREE RESORTS INTERNATIONAL CANADA LTD., a corporation
                  existing under the laws of the Province of British Columbia

                  (hereinafter referred to as the "Company")

                                                           OF THE SECOND PART

AND:

                  RAINTREE RESORTS HOLDINGS ULC, an unlimited company
                  under the laws of the Province of Nova Scotia

                  (hereinafter referred to as "Holdco")

                                                           OF THE THIRD PART

AND:

                  RAINTREE RESORTS HOLDINGS ULC, an unlimited company under the
                  laws of the Province of Nova Scotia acting in its capacity as
                  the trustee hereunder

                  (hereinafter referred to as the "Trustee")

                                                           OF THE FOURTH PART


WHEREAS:

A.       Pursuant to a stock purchase agreement dated as of the 27th day of
         July, 1998 by and among the Parent; the Company; Raintree Resorts
         Canada, LLC; G.B. Properties Ltd., K.B. Ventures Ltd., M.M. & M.
         Management Ltd., Shawndra Enterprises Ltd., N. Kent Bubbs, Patricia J.
         Bubbs,




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         Geraldine L. Bubbs, G. Michael McGeough, Whiski Jack Resorts Ltd. and
         Northface Realty Co. Ltd. (the "Sellers") and the shareholders of the
         Sellers (such agreement as it may be amended or restated is hereinafter
         referred to as the "Stock Purchase Agreement"), the Company issued
         21,838 Convertible Shares in the capital of the Company at the Initial
         Closing, and agreed to issue an additional number of Convertible Shares
         at the Bonus Closing, if any, and an additional number of Convertible
         Shares or Exchangeable Shares in the capital of the Company (the
         "Exchangeable Shares") at the Second Closing (as those Closings are
         defined in the Stock Purchase Agreement).

B.       The Convertible Shares are convertible into Exchangeable Shares.

C.       Holders of Exchangeable Shares will be entitled to redeem such
         Exchangeable Shares and upon such redemption each Exchangeable Share
         shall be exchanged by the Company for one Parent Common Share (as
         hereinafter defined).

D.       The Articles of the Company provide that each of the Parent, the
         Company and Holdco shall have certain rights and obligations in certain
         circumstances to acquire Exchangeable Shares from their Non-Affiliated
         Holders (as hereinafter defined) and to deliver Parent Common Shares to
         such holders in consideration therefor.

E.       The Parent intends to grant to and in favour of Non-Affiliated Holders
         from time to time of Exchangeable Shares the right, in the
         circumstances set forth herein, to require the Parent or, at the option
         of the Parent, Holdco to purchase from each Non-Affiliated Holder all
         or any part of the Exchangeable Shares held by such Non-Affiliated
         Holder.

F.       The parties desire to make appropriate provision and to establish a
         procedure whereby voting rights in the Parent shall be exercisable by
         the Non-Affiliated Holders from time to time of Exchangeable Shares by
         and through the Trustee, which will hold legal title to the Voting
         Share (as hereinafter defined) to which voting rights attach for the
         benefit of Non-Affiliated Holders, and whereby the rights to require
         the Parent or, at the option of the Parent, Holdco to purchase
         Exchangeable Shares from the Non-Affiliated Holders shall be
         exercisable by Non-Affiliated Holders from time to time of Exchangeable
         Shares by and through the Trustee, which will hold legal title to such
         rights for the benefit of Non-Affiliated Holders.

G.       The parties desire to make appropriate provision and to establish a
         procedure whereby the Parent will take certain actions and make certain
         payments and deliveries necessary to ensure that the Company and Holdco
         will be able to make certain payments and to deliver or cause to be
         delivered Parent Common Shares in satisfaction of the obligations of
         the Company and/or Holdco under the Share Provisions (as hereinafter
         defined) and this Trust Agreement.

H.       These recitals and any statements of fact in this trust agreement are
         made by the Parent, Holdco and the Company and not by the Trustee.


NOW THEREFORE, in consideration of the respective covenants and agreements
provided in this Trust Agreement and for other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties
agree as follows:




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                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1      Definitions. In this Trust Agreement, unless something in the subject
         matter or context is inconsistent therewith or otherwise defined
         herein, each term denoted by initial capital letters shall have the
         meaning ascribed thereto in Section 26.4 of the Company's Articles. In
         addition:

         "BONUS CLOSING" has the meaning set out in Recital A.

         "COMPANY'S ARTICLES" means the Articles of Association of the Company.

         "COMPANY BOARD OF DIRECTORS" means the board of directors of the
         Company.

         "CONVERTIBLE SHARES" means the Convertible Shares in the capital of the
         Company.

         "EXCHANGE RIGHT" has the meaning set out in Section 5.1 hereof.

         "EXCHANGEABLE SHARES" means the Exchangeable Shares in the capital of
         the Company.

         "INITIAL CLOSING" has the meaning set out in Recital A.

         "INSOLVENCY EVENT" means the institution by the Company of any
         proceeding to be adjudicated a bankrupt or insolvent or to be dissolved
         or wound up, or the consent of the Company to the institution of
         bankruptcy, insolvency, dissolution or winding-up proceedings against
         it, or the filing by the Company of a petition, answer or consent
         seeking dissolution or winding up under any bankruptcy, insolvency or
         analogous laws, including without limitation the Companies Creditors'
         Arrangement Act (Canada) and the Bankruptcy and Insolvency Act
         (Canada), and the failure by the Company to contest in good faith any
         such proceedings commenced by a third party in respect of the Company
         within 15 days of becoming aware thereof, or the consent by the Company
         to the filing of any such petition or to the appointment of a receiver,
         or the making by the Company of a general assignment for the benefit of
         creditors, or the admission in writing by the Company of its inability
         to pay its debts generally as they become due, or the Company not being
         permitted, pursuant to solvency requirements or other provisions of
         applicable law, to redeem any Retracted Shares pursuant to Subsection
         28.10(d) of the Share Provisions.

         "LIST" has the meaning set out in Section 4.6 hereof.

         "NON-AFFILIATED HOLDER VOTES" has the meaning set out in Section 4.2
         hereof.

         "NON-AFFILIATED HOLDERS" means the registered holders of Exchangeable
         Shares other than the Parent and its Subsidiaries.

         "OFFICER'S CERTIFICATE" means, with respect to the Parent or the
         Company, as the case may be, a certificate signed by any one of the
         Chairman of the Board, the President, any Vice-President or any other
         senior officer of the Parent or the Company, as the case may be.

         "PARENT BOARD OF DIRECTORS" means the board of directors of the Parent.



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         "PARENT COMMON SHARES" means shares of the common stock of the Parent,
         par value US$0.001.

         "PARENT CONSENT" has the meaning set out in Section 4.2 hereof.

         "PARENT MEETING" has the meaning set out in Section 4.2 hereof.

         "PARENT SUCCESSOR" has the meaning set out in Section 11.1 hereof.

         "PROMISSORY NOTES" means the promissory notes issued by the Company to
         the Sellers at the Initial Closing pursuant to Section 2.2 of the Stock
         Purchase Agreement.

         "SECOND CLOSING" has the meaning set out in Recital A.

         "SELLERS" has the meaning set out in Recital A.

         "SHARE PROVISIONS" means the rights, privileges, restrictions and
         conditions attaching to the Convertible Shares and Exchangeable Shares
         as set out in Parts 26 through 32 of the Company's Articles.

         "STOCK PURCHASE AGREEMENT" has the meaning set out in Recital A.

         "SUBSIDIARY" of the Parent means any corporation more than 50% of the
         outstanding stock of which, by vote or value, is owned, directly or
         indirectly, by the Parent, by one or more other Subsidiaries of the
         Parent or by the Parent and one or more other Subsidiaries of the
         Parent.

         "TRUST" means the trust created by this Trust Agreement.

         "TRUST ESTATE" means the Voting Share, any other securities, the
         Exchange Right and any money or other rights or assets that may be held
         by the Trustee from time to time pursuant to this Trust Agreement.

         "TRUSTEE" means Holdco in its capacity as the trustee hereunder and,
         subject to the provisions of Article 10 hereof, includes any successor
         trustee or permitted assigns.

         "VOTING RIGHTS" means the voting rights attached to the Voting Share.

         "VOTING SHARE" means the one share of Series B Preferred Stock par
         value US$0.001 issued by the Parent to and deposited with the Trustee,
         which entitles the holder of record to a number of votes at meetings of
         holders of Parent Common Shares equal to the number of Exchangeable
         Shares outstanding from time to time that are held by Non-Affiliated
         Holders.

1.2      Interpretation Not Affected by Headings, etc. The division of this
         Trust Agreement into articles and sections and the insertion of
         headings are for reference purposes only and shall not affect the
         interpretation of this Trust Agreement. Unless otherwise indicated, any
         reference in this Trust Agreement to an article or section refers to
         the specified article or section of this Trust Agreement.



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1.3      Number Gender and Persons. In this Trust Agreement, unless the context
         otherwise requires, words importing the singular number include the
         plural and vice versa, words importing any gender include all genders
         and words importing persons include individuals, corporations,
         partnerships, companies, associations, trusts, unincorporated
         organizations, governmental bodies and other legal or business entities
         of any kind.

1.4      Date for Any Action. If any date on which any action is required to be
         taken under this Trust Agreement is not a Business Day, such action
         shall be required to be taken on the next succeeding Business Day.

1.5      Payments. All payments to be made hereunder will be made without
         interest and less any tax required by law to be deducted and withheld.


                                    ARTICLE 2
                                      TRUST

2.1      Establishment of Trust. One of the purposes of this Trust Agreement is
         to create the Trust for the benefit of the Non-Affiliated Holders, as
         herein provided. The Trustee will hold the Voting Share in order to
         enable the Trustee to exercise the Voting Rights and will hold the
         Exchange Right in order to enable the Trustee to exercise such right
         and will hold the other rights granted in or resulting from the Trustee
         being a party to this Trust Agreement in order to enable the Trustee to
         exercise or enforce such rights, in each case as trustee for and on
         behalf of the Non-Affiliated Holders as provided in this Trust
         Agreement.


                                    ARTICLE 3
                                  VOTING SHARE

3.1      Issue and Ownership of the Voting Share. Simultaneously with the
         execution and delivery of this Trust Agreement, the Parent will issue
         to and deposit with the Trustee the Voting Share to be hereafter held
         of record by the Trustee as trustee for and on behalf of, and for the
         use and benefit of, the Non-Affiliated Holders, in accordance with the
         provisions of this Trust Agreement. The Parent hereby acknowledges
         receipt from the Trustee as trustee for and on behalf of the
         Non-Affiliated Holders of good and valuable consideration (and the
         adequacy thereof) for the issuance of the Voting Share by the Parent to
         the Trustee. During the term of the Trust and subject to the terms and
         conditions of this Trust Agreement, the Trustee shall possess and be
         vested with full legal ownership of the Voting Share and shall be
         entitled to exercise all of the rights and powers of an owner with
         respect to the Voting Share, provided that the Trustee shall:

         (a)      hold the Voting Share and the legal title thereto as trustee
                  solely for the use and benefit of the Non-Affiliated Holders
                  in accordance with the provisions of this Trust Agreement; and

         (b)      except as specifically authorized by this Trust Agreement,
                  have no power or authority to sell, transfer, vote or
                  otherwise deal in or with the Voting Share and the Voting
                  Share shall not be used or disposed of by the Trustee for any
                  purpose other than the purposes for which the Trust is created
                  pursuant to this Trust Agreement.




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3.2      Legended Share Certificates. The Company will cause each certificate
         representing Exchangeable Shares to bear an appropriate legend
         notifying the Non-Affiliated Holders of their right to instruct the
         Trustee with respect to the exercise of the Voting Rights with respect
         to the Exchangeable Shares held by such Non-Affiliated Holder.

3.3      Safekeeping of Certificate. The certificate representing the Voting
         Share shall at all times be held in safe keeping by the Trustee or its
         agent.


                                    ARTICLE 4
                            EXERCISE OF VOTING RIGHTS

4.1      Voting Rights. The Trustee, as the holder of record of the Voting
         Share, shall be entitled to all of the Voting Rights, including the
         right to consent to or to vote in person or by proxy the Voting Share,
         on any matter, question or proposition whatsoever that may come before
         the stockholders of the Parent at a Parent Meeting or in connection
         with a Parent Consent. The Voting Rights shall be and remain vested in
         and exercised by the Trustee. Subject to Section 7.15 hereof, the
         Trustee shall exercise the Voting Rights only on the basis of
         instructions received pursuant to this Article 4 from Non-Affiliated
         Holders entitled to instruct the Trustee as to the voting thereof at
         the time at which the Parent Consent is sought or the Parent Meeting is
         held. To the extent that no instructions are received from a
         Non-Affiliated Holder with respect to the Voting Rights to which such
         Non-Affiliated Holder is entitled, the Trustee shall not exercise or
         permit the exercise of the Voting Rights relating to such
         Non-Affiliated Holder's Exchangeable Shares.

4.2      Number of Votes. With respect to all meetings of stockholders of the
         Parent at which holders of Parent Common Shares are entitled to vote (a
         "Parent Meeting") and with respect to all written consents sought from
         the holders of Parent Common Shares (a "Parent Consent"), each
         Non-Affiliated Holder shall be entitled to instruct the Trustee to cast
         and exercise, in the manner instructed, one vote for each Exchangeable
         Share owned of record by such Non-Affiliated Holder on the record date
         established by the Parent or by applicable law for such Parent Meeting
         or Parent Consent, as the case may be (the "Non-Affiliated Holder
         Votes") in respect of each matter, question or proposition to be voted
         on at such Parent Meeting or to be consented to in connection with such
         Parent Consent.

4.3      Mailings to Shareholders. With respect to each Parent Meeting and
         Parent Consent, the Trustee will mail or cause to be mailed (or
         otherwise communicate in the same manner that the Parent utilizes in
         communications to holders of Parent Common Shares, subject to the
         Trustee being advised in writing of such method and its ability to
         provide this method of communication) to each of the Non-Affiliated
         Holders named in the List on the same day as the initial mailing or
         notice (or other communication) with respect thereto is given by the
         Parent to its stockholders:

         (a)      a copy of such notice, together with any proxy or information
                  statement and related materials to be provided to stockholders
                  of the Parent;

         (b)      a statement that such Non-Affiliated Holder is entitled,
                  subject to the provisions of Section 4.7 hereof, to instruct
                  the Trustee as to the exercise of the Non-Affiliated Holder
                  Votes with respect to such Parent Meeting or Parent Consent,
                  as the case may be, or,




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                  pursuant and subject to Section 4.7 hereof, to attend such
                  Parent Meeting and to exercise personally the Non-Affiliated
                  Holder Votes thereat;

         (c)      a statement as to the manner in which such instructions may be
                  given to the Trustee, including, in the case of a Parent
                  Meeting, an express indication that instructions may be given
                  to the Trustee to give:

                  (i)      a proxy to such Non-Affiliated Holder or its designee
                           to exercise personally such holder's Non-Affiliated
                           Holder Votes; or

                  (ii)     a proxy to a designated agent or other representative
                           of the management of the Parent to exercise such
                           Non-Affiliated Holder Votes;

         (d)      a statement that if no such instructions are received from the
                  Non-Affiliated Holder, the Non-Affiliated Holder Votes to
                  which such Non-Affiliated Holder is entitled will not be
                  exercised;

         (e)      a form of direction whereby the Non-Affiliated Holder may so
                  direct and instruct the Trustee as contemplated herein; and

         (f)      a statement of (i) the time and date by which such
                  instructions must be received by the Trustee in order to be
                  binding upon it, which in the case of a Parent Meeting shall
                  not be earlier than the close of business on the second
                  Business Day prior to such meeting, and (ii) the method for
                  revoking or amending such instructions.

         The materials referred to above are to be provided by the Parent to the
         Trustee, but shall be subject to review and comment by the Trustee. For
         the purpose of determining Non-Affiliated Holder Votes to which a
         Non-Affiliated Holder is entitled in respect of any such Parent Meeting
         or Parent Consent, the number of Exchangeable Shares owned of record by
         the Non-Affiliated Holder shall be determined at the close of business
         on the record date established by the Parent or by applicable law for
         purposes of determining stockholders entitled to vote at such Parent
         Meeting or to give written consent in connection with such Parent
         Consent. The Parent will notify the Trustee in writing of any decision
         of the board of directors of the Parent with respect to the calling of
         any such Parent Meeting or the seeking of any such Parent Consent and
         shall provide all necessary information and materials to the Trustee in
         each case promptly and in any event in sufficient time to enable the
         Trustee to perform its obligations contemplated by this Section 4.3.

4.4      Copies of Stockholder Information. The Parent will deliver to the
         Trustee copies of all proxy materials (including notices of Parent
         Meetings but excluding proxies to vote Parent Common Shares),
         information statements, reports (including without limitation all
         interim and annual financial statements) and other written
         communications that are to be distributed from time to time to holders
         of Parent Common Shares in sufficient quantities and in sufficient time
         so as to enable the Trustee to send those materials to each
         Non-Affiliated Holder at the same time as such materials are first sent
         to holders of Parent Common Share. The Trustee will mail or otherwise
         send to each Non-Affiliated Holder, at the expense of Parent, copies of
         all such materials (and all materials specifically directed to the
         Non-Affiliated Holders or to the Trustee for the benefit of the
         Non-Affiliated Holders by the Parent) received by the Trustee from the
         Parent at the same




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         time as such materials are first sent to holders of Parent Common
         Shares. The Trustee will make copies of all such materials available
         for inspection by any Non-Affiliated Holder at the Trustee's principal
         office in Vancouver, British Columbia.

4.5      Other Materials. Immediately after receipt by the Parent or any
         stockholder of the Parent of any material sent or given generally to
         the holders of Parent Common Shares by or on behalf of a third party,
         including without limitation dissident proxy and information circulars
         (and related information and material) and tender and exchange offer
         circulars (and related information and material), the Parent shall use
         reasonable efforts to obtain and deliver to the Trustee copies thereof
         in sufficient quantities so as to enable the Trustee to forward such
         material (unless the same has been provided directly to Non-Affiliated
         Holders by such third party) to each Non-Affiliated Holder as soon as
         practicable thereafter. As soon as practicable after receipt thereof,
         the Trustee will mail or otherwise send to each Non-Affiliated Holder,
         at the expense of the Parent, copies of all such materials received by
         the Trustee from the Parent. The Trustee will also make copies of all
         such materials available for inspection by any Non-Affiliated Holder at
         the Trustee's principal office in the Vancouver, British Columbia.

4.6      List of Persons Entitled to Vote.  The Company shall:

         (a)      prior to each annual, general and special Parent Meeting or
                  the seeking of any Parent Consent; and

         (b)      forthwith upon each request made at any time by the Trustee in
                  writing, prepare or cause to be prepared a list (a "List") of
                  the names and addresses of the Non-Affiliated Holders arranged
                  in alphabetical order and showing the number of Exchangeable
                  Shares held of record by each such Non-Affiliated Holder, in
                  each case at the close of business on the date specified by
                  the Trustee in such request or, in the case of a List prepared
                  in connection with a Parent Meeting or a Parent Consent, at
                  the close of business on the record date established by the
                  Parent or pursuant to applicable law for determining the
                  holders of Parent Common Shares entitled to receive notice of
                  and/or to vote at such Parent Meeting or to give consent in
                  connection with such Parent Consent. Each such List shall be
                  delivered to the Trustee promptly after receipt by the Company
                  of such request or the record date for such meeting or seeking
                  of consent, as the case may be, and, in any event, within
                  sufficient time as to enable the Trustee to perform its
                  obligations under this Trust Agreement. The Parent agrees to
                  give the Company written notice (with a copy to the Trustee)
                  of the calling of any Parent Meeting or the seeking of any
                  Parent Consent, together with the record dates therefor,
                  sufficiently prior to the date of the calling of such meeting
                  or seeking of such consent so as to enable the Company to
                  perform its obligations under this Section 4.6.

4.7      Entitlement to Direct Votes. Any Non-Affiliated Holder named in a List
         prepared in connection with any Parent Meeting or any Parent Consent
         will be entitled:

         (a)      to instruct the Trustee in the manner described in Section 4.3
                  hereof with respect to the exercise of the Non-Affiliated
                  Holder Votes to which such Non-Affiliated Holder is entitled;
                  or





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         (b)      to attend such meeting and personally to exercise thereat (or
                  to exercise with respect to any written consent), as the proxy
                  of the Trustee, the Non-Affiliated Holder Votes to which such
                  Non-Affiliated Holder is entitled; or

         (c)      to appoint a third party as the proxy of the Trustee to attend
                  such meeting and exercise thereat the Non-Affiliated Holder's
                  voting rights to which such Non-Affiliated Holder is entitled
                  except, in each case, to the extent that such Non-Affiliated
                  Holder has transferred the ownership of any Exchangeable
                  Shares in respect of which such Non-Affiliated Holder is
                  entitled to Non-Affiliated Holder Votes after the close of
                  business on the record date for such meeting or seeking of
                  consent.

4.8      Voting by Trustee, and Attendance of Trustee Representative, at 
         Meeting.

         (a)      In connection with each Parent Meeting and Parent Consent, the
                  Trustee shall exercise, either in person or by proxy, in
                  accordance with the instructions received from a
                  Non-Affiliated Holder pursuant to Section 4.3 hereof, the
                  Non-Affiliated Holder Votes as to which such Non-Affiliated
                  Holder is entitled to direct the vote (or any lesser number
                  thereof as may be set forth in the instructions); provided,
                  however, that such written instructions are received by the
                  Trustee from the Non-Affiliated Holder prior to the time and
                  date fixed by it for receipt of such instructions in the
                  notice given by the Trustee to the Non-Affiliated Holder
                  pursuant to Section 4.3 hereof.

         (b)      The Trustee shall cause such representatives as are empowered
                  by it to sign and deliver, on behalf of the Trustee, proxies
                  for Voting Rights enabling a Non-Affiliated Holder to attend
                  each Parent Meeting. Upon submission by a Non-Affiliated
                  Holder (or its designee) of identification satisfactory to the
                  Trustee's representatives, and at the Non-Affiliated Holder's
                  request, such representatives shall sign and deliver to such
                  Non-Affiliated Holder (or its designee) a proxy to exercise
                  personally the Non-Affiliated Holder Votes as to which such
                  Non-Affiliated Holder is otherwise entitled hereunder to
                  direct the vote, if such Non-Affiliated Holder either (i) has
                  not previously given the Trustee instructions pursuant to
                  Section 4.3 hereof in respect of such meeting, or (ii) submits
                  to the Trustee's representatives written revocation of any
                  such previous instructions. At such meeting, the
                  Non-Affiliated Holder exercising such Non-Affiliated Holder
                  Votes shall have the same rights as the Trustee to speak at
                  the meeting in respect of any matter, question or proposition,
                  to vote by way of ballot at the meeting in respect of any
                  matter, question or proposition and to vote at such meeting by
                  way of a show of hands in respect of any matter, question or
                  proposition.

4.9      Distribution of Written Materials. Any written materials to be
         distributed by the Trustee to the Non-Affiliated Holders pursuant to
         this Trust Agreement shall be delivered or sent by mail (or otherwise
         communicated in the same manner as the Parent utilizes in
         communications to holders of Parent Common Shares, subject to the
         Trustee being advised in writing of such method of communication and
         its ability to provide same) to each Non-Affiliated Holder at its
         address as shown on the books of the Company. The Company shall provide
         or cause to be provided to the Trustee for this purpose, on a timely
         basis and without charge or other expense:

         (a)      current lists of the Non-Affiliated Holders; and





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         (b)      upon the request of the Trustee, mailing labels to enable the
                  Trustee to carry out its duties under this Trust Agreement.

         The materials referred to above are to be provided by the Parent to the
         Trustee, but shall be subject to review and comment by the Trustee.

4.10     Termination of Voting Rights. All the rights of a Non-Affiliated Holder
         with respect to the Non-Affiliated Holder Votes exercisable in respect
         of the Exchangeable Shares held by such Non-Affiliated Holder,
         including the right to instruct the Trustee as to the voting of or to
         vote personally such Non-Affiliated Holder Votes, shall be deemed to be
         surrendered by the Non-Affiliated Holder to the Parent and such
         Non-Affiliated Holder Votes and the Voting Rights represented thereby
         shall cease immediately upon the delivery by such Non-Affiliated Holder
         to the Trustee of the certificates representing such Exchangeable
         Shares in connection with the exercise by the Non-Affiliated Holder of
         the Exchange Right or the occurrence of the automatic exchange of
         Exchangeable Shares for Parent Common Shares, as specified in Article 5
         hereof, or upon the redemption of Exchangeable Shares pursuant to
         Article 28.10 or Article 28.12 of the Share Provisions, or upon the
         effective date of the liquidation, dissolution or winding-up of the
         Company or any other distribution of the assets of the Company among
         its shareholders for the purpose of winding up its affairs pursuant to
         Article 28.7 of the Share Provisions, or upon the purchase of
         Exchangeable Shares from the holder thereof by the Parent or Holdco
         pursuant to the due exercise by the Parent or Holdco of the Retraction
         Call Right, the Redemption Call Right or the Liquidation Call Right.


                                    ARTICLE 5
                        EXCHANGE RIGHT AND PARENT SUPPORT

5.1      Grant and Ownership of the Exchange Right. The Parent hereby grants to
         the Trustee as trustee for and on behalf of, and for the use and
         benefit of, the Non-Affiliated Holders the right (the "Exchange
         Right"), upon the occurrence and during the continuance of an
         Insolvency Event, to require the Parent to purchase or at the Parent's
         option cause Holdco to purchase, from each or any Non-Affiliated Holder
         all or any part of the Exchangeable Shares held by the Non-Affiliated
         Holder, all in accordance with the provisions of this Trust Agreement.
         The Parent hereby acknowledges receipt from the Trustee, as trustee for
         and on behalf of the Non-Affiliated Holders, of good and valuable
         consideration (and the adequacy thereof) for the grant of the Exchange
         Right by the Parent to the Trustee. During the term of the Trust and
         subject to the terms and conditions of this Trust Agreement, the
         Trustee shall possess and be vested with full legal ownership of the
         Exchange Right and shall be entitled to exercise all of the rights and
         powers of an owner with respect to the Exchange Right, provided that
         the Trustee shall:

         (a)      hold the Exchange Right and the legal title thereto as trustee
                  solely for the use and benefit of the Non-Affiliated Holders
                  in accordance with the provisions of this Trust Agreement; and

         (b)      except as specifically authorized by this Trust Agreement,
                  have no power or authority to exercise or otherwise deal in or
                  with the Exchange Right, and the Trustee shall not exercise
                  such right for any purpose other than the purposes for which
                  this Trust is created pursuant to this Trust Agreement.




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5.2      Legended Share Certificates. The Company will cause each certificate
         representing Exchangeable Shares to bear an appropriate legend
         notifying the Non-Affiliated Holders of their right to instruct the
         Trustee with respect to the exercise of the Exchange Right in respect
         of the Exchangeable Shares held by a Non-Affiliated Holder.

5.3      General Exercise of Exchange Right. The Exchange Right shall be and
         remain vested in and exercisable by the Trustee. Subject to Section
         7.15 hereof, the Trustee shall exercise the Exchange Right only on the
         basis of instructions received pursuant to this Article 5 from
         Non-Affiliated Holders entitled to instruct the Trustee as to the
         exercise thereof. To the extent that no instructions are received from
         a Non-Affiliated Holder with respect to the Exchange Right, the Trustee
         shall not exercise or permit the exercise of the Exchange Right.

5.4      Purchase Price. The purchase price payable by the Parent or Holdco for
         each Exchangeable Share to be purchased by the Parent or Holdco under
         the Exchange Right shall be an amount per share equal to (a) the
         Current Market Price of a Parent Common Share on the last Business Day
         prior to the day of closing of the purchase and sale of such
         Exchangeable Share under the Exchange Right, which shall be satisfied
         in full by causing to be delivered to such holder one Parent Common
         Share, plus (b) the Dividend Amount, if any. The purchase price for
         each such Exchangeable Share so purchased may be satisfied only by the
         Parent or Holdco delivering or causing to be delivered to the Trustee,
         on behalf of the relevant Non-Affiliated Holder, one Parent Common
         Share and a cheque for the balance, if any, of the purchase price.

5.5      Exercise Instructions. Subject to the terms and conditions herein set
         forth, a Non-Affiliated Holder shall be entitled, upon the occurrence
         and during the continuance of an Insolvency Event, to instruct the
         Trustee to exercise the Exchange Right with respect to all or any part
         of the Exchangeable Shares registered in the name of such
         Non-Affiliated Holder on the books of the Company. To cause the
         exercise of the Exchange Right by the Trustee, the Non-Affiliated
         Holder shall deliver to the Trustee, in person or by certified or
         registered mail, at its principal office in Vancouver, British Columbia
         or at such other places in Canada as the Trustee may from time to time
         designate by written notice to the Non-Affiliated Holders, the
         certificates representing the Exchangeable Shares which such
         Non-Affiliated Holder desires the Parent to purchase, duly endorsed in
         blank, and accompanied by such other documents and instruments as may
         be required to effect a transfer of Exchangeable Shares under the
         Company Act, a No Transfer Declaration and such additional documents
         and instruments as the Trustee or the Company may reasonably require
         together with (a) a duly completed form of notice of exercise of the
         Exchange Right, contained on the reverse of or attached to the
         Exchangeable Share certificates, stating (i) that the Non-Affiliated
         Holder thereby instructs the Trustee to exercise the Exchange Right so
         as to require the Parent or Holdco to purchase from the Non-Affiliated
         Holder the number of Exchangeable Shares specified therein, (ii) that
         such Non-Affiliated Holder has good title to and owns all such
         Exchangeable Shares to be acquired by the Parent or Holdco free and
         clear of all liens, claims and encumbrances, (iii) the names in which
         the certificates representing Parent Common Shares issuable in
         connection with the exercise of the Exchange Right are to be issued and
         (iv) the names and addresses of the persons to whom such new
         certificates should be delivered and (b) payment (or evidence
         satisfactory to the Trustee, the Company and the Parent of payment) of
         the taxes (if any) payable as contemplated by Section 5.8 of this Trust
         Agreement. If only a portion of the Exchangeable Shares represented by
         any certificate delivered to the Trustee are to be purchased by the
         Parent or Holdco under the




                                     - 11 -

<PAGE>   12



         Exchange Right, a new certificate for the balance of such Exchangeable
         Shares shall be issued to the holder at the expense of the Company.

5.6      Delivery of Parent Common Shares; Effect of Exercise. Promptly after
         receipt of the certificates representing the Exchangeable Shares that a
         Non-Affiliated Holder desires the Parent or Holdco to purchase under
         the Exchange Right (together with a No Transfer Declaration and such
         documents and instruments of transfer and a duly completed form of
         notice of exercise of the Exchange Right) duly endorsed for transfer to
         the Parent or Holdco, the Trustee shall notify the Parent and the
         Company of its receipt of the same, which notice to the Parent and the
         Company shall constitute exercise of the Exchange Right by the Trustee
         on behalf of the holder of such Exchangeable Shares, and the Parent
         shall immediately thereafter deliver or cause Holdco to deliver to the
         Trustee, for delivery to the Non-Affiliated Holder of such Exchangeable
         Shares (or to such other persons, if any, properly designated by such
         Non-Affiliated Holder), a certificate for the number of Parent Common
         Shares deliverable in connection with such exercise of the Exchange
         Right (which shares shall be duly issued as fully paid and
         non-assessable and shall be free and clear of any lien, claim or
         encumbrance, security interest or adverse claim) and a cheque for the
         balance, if any, of the purchase price therefor; provided, however,
         that no such delivery shall be made unless and until the Non-Affiliated
         Holder requesting the same shall have paid (or provided evidence
         satisfactory to the Trustee, the Company and the Parent of the payment
         of) the taxes (if any) payable as contemplated by Section 5.8 of this
         Trust Agreement. Immediately upon the giving of notice by the Trustee
         to the Parent and the Company of the exercise of the Exchange Right, as
         provided in this Section 5.6, the closing of the transaction of
         purchase and sale contemplated by the Exchange Right shall be deemed to
         have occurred, and the Non-Affiliated Holder of such Exchangeable
         Shares shall be deemed to have transferred to the Parent (or, at the
         Parent's option, to Holdco) all of its right, title and interest in and
         to such Exchangeable Shares and the related interest in the Trust
         Estate and shall not be entitled to exercise any of the rights of a
         holder in respect thereof, other than the right to receive its
         proportionate part of the total purchase price therefor, unless the
         requisite number of Parent Common Shares (together with a cheque for
         the balance, if any, of the total purchase price therefor) is not
         delivered by the Parent or Holdco to the Trustee, for delivery to such
         Non-Affiliated Holder (or to such other persons, if any, properly
         designated by such Non-Affiliated Holder), within five Business Days of
         the date of the giving of such notice by the Trustee, in which case the
         rights of the Non-Affiliated Holder shall remain unaffected until such
         Parent Common Shares are so delivered and any such cheque is so
         delivered and paid. Concurrently with the closing of the transaction of
         purchase and sale contemplated by the Exchange Right, such
         Non-Affiliated Holder shall be considered and deemed for all purposes
         to be the holder of the Parent Common Shares delivered to it pursuant
         to the Exchange Right.

5.7      Exercise of Exchange Right Subsequent to Retraction. In the event that
         a Non-Affiliated Holder has exercised its right under Article 28.10 of
         the Share Provisions to require the Company to redeem any or all of the
         Exchangeable Shares held by the Non-Affiliated Holder (the "Retracted
         Shares") and is notified by the Company pursuant to Subsection 28.10(d)
         of the Share Provisions that the Company will not be permitted as a
         result of solvency requirements of applicable law to redeem all such
         Retracted Shares, subject to receipt by the Trustee of written notice
         to that effect from the Company and provided that neither the Parent
         nor Holdco shall have exercised its Retraction Call Right with respect
         to the Retracted Shares and that the Non-Affiliated Holder shall not
         have revoked the retraction request delivered by the Non-Affiliated
         Holder to the Company pursuant to Subsection 28.10(e) of the Share
         Provisions, the retraction request will constitute and




                                     - 12 -

<PAGE>   13



         will be deemed to constitute notice from the Non-Affiliated Holder to
         the Trustee instructing the Trustee to exercise the Exchange Right with
         respect to those Retracted Shares that the Company is unable to redeem.
         In any such event, the Company hereby agrees with the Trustee and in
         favour of the Non-Affiliated Holder immediately to notify the Trustee
         of such prohibition against the Company redeeming all of the Retracted
         Shares and immediately to forward or cause to be forwarded to the
         Trustee all relevant materials delivered by the Non-Affiliated Holder
         to the Company (including without limitation a copy of the Retraction
         Request delivered pursuant to Subsection 28.10(a) of the Share
         Provisions) in connection with such proposed redemption of the
         Retracted Shares and the Trustee will thereupon exercise the Exchange
         Right with respect to the Retracted Shares that the Company is not
         permitted to redeem and will require the Parent or, at the Parent's
         option, Holdco, to purchase such shares in accordance with the
         provisions of this Article 5.

5.8      Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to
         the Parent or Holdco pursuant to the Exchange Right, the share
         certificate or certificates representing the Parent Common Shares to be
         delivered in connection with the payment of the total purchase price
         therefor shall be issued in the name of the Non-Affiliated Holder of
         the Exchangeable Shares so sold or in such names as such Non-Affiliated
         Holder may otherwise direct in writing without charge to the holder of
         the Exchangeable Shares so sold, provided, however, that such
         Non-Affiliated Holder (a) shall pay (and none of the Parent, Holdco,
         the Company or the Trustee shall be required to pay) any documentary,
         stamp, transfer or other similar taxes that may be payable in respect
         of any transfer involved in the issuance or delivery of such shares to
         a person other than such Non-Affiliated Holder or (b) shall have
         established to the satisfaction of the Trustee, the Parent, Holdco and
         the Company that such taxes, if any, have been paid.

5.9      Notice of Insolvency Event. Immediately upon the occurrence of an
         Insolvency Event or any event that with the giving of notice or the
         passage of time or both would be an Insolvency Event, the Company and
         the Parent shall give written notice thereof to the Trustee. As soon as
         practicable after receiving notice from the Company or the Parent or
         from any other person of the occurrence of an Insolvency Event, the
         Trustee will mail to each Non-Affiliated Holder, at the expense of the
         Parent, a notice of such Insolvency Event in the form provided by the
         Parent, which notice shall contain a brief statement of the right of
         the Non-Affiliated Holders with respect to the Exchange Right.

5.10     Parent Support of Holdco. Notwithstanding any of the other provisions
         of this Trust Agreement, so long as any Convertible Shares or
         Exchangeable Shares are outstanding, at least 50% of the common shares
         of Holdco shall be owned, directly or indirectly, by the Parent and the
         Parent will take all actions and do all such things as are necessary or
         desirable to enable and permit Holdco, in accordance with applicable
         law, to perform its obligations and exercise its rights with respect to
         the satisfaction of the Liquidation Call Right, the Redemption Call
         Right and the Retraction Call Right, including without limitation, all
         such actions and all such things as are necessary or desirable to
         enable and permit Holdco to cause to be delivered Parent Common Shares
         to the holders of Exchangeable Shares in accordance with the Share
         Provisions. In furtherance of the foregoing obligations, upon notice of
         any event which requires Holdco to cause to be delivered Parent Common
         Shares to any holder of Exchangeable Shares, the Parent shall, in any
         manner deemed appropriate by it, provide such shares or cause such
         shares to be provided to Holdco, which shall forthwith deliver the
         requisite Parent Common Shares to or to the order of the former holder
         of the surrendered Exchangeable Shares. All such Parent Common Shares




                                     - 13 -

<PAGE>   14



         shall be duly issued as fully paid, non-assessable, free of pre-emptive
         rights and shall be free and clear of any lien, claim, encumbrance,
         security interest or adverse claim.

5.11     Call Rights. The Liquidation Call Right, the Redemption Call Right, the
         Retraction Call Right, the Exchange Right and the Automatic Exchange
         Right are hereby agreed, acknowledged and confirmed, and it is agreed
         and acknowledged that such rights are granted as part of the
         consideration for the obligations of the Parent under this Trust
         Agreement.


                                    ARTICLE 6
                    COVENANTS, REPRESENTATIONS AND WARRANTIES

6.1      Covenants of Parent Regarding Exchangeable Shares. So long as any
         Exchangeable Shares are outstanding, the Parent will:

         (a)      not declare or pay any dividend on the Parent Common Shares
                  unless (i) the Company will have sufficient money or other
                  assets or authorized but unissued securities available to
                  enable the due declaration and the due and punctual payment in
                  accordance with applicable law, of an equivalent dividend on
                  the Exchangeable Shares and (ii) the Company shall
                  simultaneously declare or pay, as the case may be, an
                  equivalent dividend on the Exchangeable Shares;

         (b)      advise the Company sufficiently in advance of the declaration
                  by the Parent of any dividend on the Parent Common Shares and
                  take all such other actions as are necessary, in cooperation
                  with the Company, to ensure that the respective declaration
                  date, record date and payment date for a dividend on the
                  Exchangeable Shares shall be the same as the declaration date,
                  record date and payment date for the corresponding dividend on
                  the Parent Common Shares and that such dividend on the
                  Exchangeable Shares shall correspond with any requirements of
                  the stock exchange on which the Exchangeable Shares are
                  listed;

         (c)      ensure that the record date for determining shareholders
                  entitled to receive any dividend declared on the Parent Common
                  Shares is not less than 10 Business Days after the declaration
                  date for such dividend or such shorter period within which
                  applicable law may be complied with;

         (d)      take all such actions and do all such things as are necessary
                  or desirable to enable and permit the Company, in accordance
                  with applicable law, to pay and otherwise perform its
                  obligations with respect to the satisfaction of the
                  Liquidation Amount in respect of each issued and outstanding
                  Exchangeable Share upon the liquidation, dissolution or
                  winding up of the Company or any other distribution of the
                  assets of the Company among its shareholders for the purpose
                  of winding up its affairs, including without limitation all
                  such actions and all such things as are necessary or desirable
                  to enable and permit the Company to cause to be delivered
                  Parent Common Shares to the holders of Exchangeable Shares in
                  accordance with the provisions of Article 28.7 of the Share
                  Provisions;

         (e)      take all such actions and do all such things as are necessary
                  or desirable to enable and permit the Company, in accordance
                  with applicable law, to pay and otherwise perform




                                     - 14 -

<PAGE>   15



                  its obligations with respect to the satisfaction of the
                  Retraction Price and the Redemption Price, including without
                  limitation all such actions and all such things as are
                  necessary or desirable to enable and permit the Company to
                  cause to be delivered Parent Common Shares to the holders of
                  Exchangeable Shares, upon the redemption of the Exchangeable
                  Shares in accordance with the provisions of Article 28.10 or
                  Article 28.11 of the Share Provisions, as the case may be;

         (f)      not exercise its vote as a shareholder to initiate the
                  voluntary liquidation, dissolution or winding up of the
                  Company or any other distribution of the assets of the Company
                  among its shareholders for the purpose of winding up its
                  affairs nor take any action or omit to take any action that is
                  designed to result in the liquidation, dissolution or winding
                  up of the Company or any other distribution of the assets of
                  the Company among its Shareholders for the purpose of winding
                  up its affairs.

6.2      Segregation of Funds. The Parent will cause the Company to deposit a
         sufficient amount of funds in a separate account and segregate a
         sufficient amount of such other assets as is necessary to enable the
         Company to pay or otherwise satisfy the applicable dividends,
         Liquidation Amount, Retraction Price or Redemption Price, once such
         amounts become payable under the terms of this Trust Agreement or the
         Share Provisions, in each case for the benefit of Non-Affiliated
         Holders from time to time of the Exchangeable Shares, and to use such
         funds and other assets so segregated exclusively for the payment of
         dividends and the payment or other satisfaction of the Liquidation
         Amount, the Retraction Price or the Redemption Price, as applicable.

6.3      Certain Representations. The Parent hereby represents, warrants and
         covenants that it has irrevocably reserved for issuance and will at all
         times keep available, free from pre-emptive and other rights, out of
         its authorized and unissued capital stock such number of Parent Common
         Shares (or other shares or securities into which the Parent Common
         Shares may be reclassified or changed as contemplated by Section 6.7
         hereof) (i) as is equal to the sum of (x) the number of Exchangeable
         Shares issued and outstanding from time to time and (y) the number of
         Exchangeable Shares issuable upon the exercise of all rights to acquire
         Exchangeable Shares outstanding from time to time (including, without
         limitation, the number of Exchangeable Shares into which the
         Convertible Shares issued or to be issued under the Stock Purchase
         Agreement may be converted in accordance with Part 27 of the Company's
         Articles and into which the Promissory Notes may be converted in
         accordance with their terms) and (ii) as is now and may hereafter be
         required to enable and permit each of the Company, the Parent and
         Holdco to meet its obligations hereunder, under the Share Provisions
         and under any other security or commitment pursuant to which the
         Company, the Parent or Holdco may now or hereafter be required to issue
         and/or deliver Parent Common Shares.

6.4      Notification of Certain Events. In order to assist the Parent to comply
         with its obligations hereunder, the Company will give the Parent notice
         of each of the following events at the time set forth below:

         (a)      in the event of any determination by the Board of Directors to
                  institute voluntary liquidation, dissolution or winding-up
                  proceedings with respect to the Company or to effect any other
                  distribution of the assets of the Company among its
                  shareholders for the purpose of winding up its affairs, at
                  least 60 days prior to the proposed effective date of such
                  liquidation, dissolution, winding up or other distribution;




                                     - 15 -

<PAGE>   16




         (b)      immediately, upon the earlier of (i) receipt by the Company of
                  notice of, and (ii) the Company otherwise becoming aware of,
                  any threatened or instituted claim, suit, petition or other
                  proceeding with respect to the involuntary liquidation,
                  dissolution or winding up of the Company or to effect any
                  other distribution of the assets of the Company among its
                  shareholders for the purpose of winding up its affairs;

         (c)      immediately, upon receipt by the Company of a Retraction
                  Request (as defined in the Share Provisions);

         (d)      at least 10 days prior to any Automatic Redemption Date
                  determined by the Board of Directors in accordance with the
                  Share Provisions; and

         (e)      as soon as practicable upon the issuance by the Company of (i)
                  any Convertible Shares or Exchangeable Shares including,
                  without limitation, the issuance of Convertible Shares or
                  Exchangeable Shares at the Bonus Closing or the Second
                  Closing, and the issuance of Exchangeable Shares pursuant to a
                  conversion of Convertible Shares in accordance with Part 27 of
                  the Company's Articles or a conversion of the Promissory Notes
                  in accordance with their terms), or (ii) rights to acquire
                  Convertible Shares or Exchangeable Shares.

6.5      Delivery of Parent Common Shares. Upon notice of any event that
         requires the Company or Holdco, as the case may be, to cause to be
         delivered Parent Common Shares to any holder of Exchangeable Shares,
         the Parent shall, in any manner deemed appropriate by it, provide such
         shares or cause such shares to be provided to the Company or Holdco, as
         the case may be, which shall forthwith deliver the requisite Parent
         Common Shares to or to the order of the former holder of the
         surrendered Exchangeable Shares, as the Company or Holdco, as the case
         may be, shall direct. All such Parent Common Shares shall be duly
         issued as fully paid, non-assessable, free of pre-emptive rights and
         shall be free and clear of any lien, claim, encumbrance, security
         interest or adverse claim.

6.6      Qualification of Parent Common Shares. The Parent covenants that it
         will make such filings and seek such regulatory consents and approvals
         as are necessary so that the Parent Common Shares to be issued on the
         exchange of Exchangeable Shares will be issued in compliance with the
         applicable securities laws in Canada and the United States and may be
         freely traded on New York Stock Exchange or on such other United States
         exchange as such shares may be listed, quoted or posted for trading
         from time to time.

6.7      Economic Equivalence.

         (a)      The Parent will not without the prior approval of the Company
                  and the prior approval of the holders of the Exchangeable
                  Shares given in accordance with Article 30.4 of the Share
                  Provisions:

                  (i)      issue or distribute Parent Common Shares (or
                           securities exchangeable for or convertible into or
                           carrying rights to acquire Parent Common Shares) to
                           the holders of all or substantially all of the then
                           outstanding Parent Common Shares by way of stock
                           dividend or other distribution, other than an issue
                           of Parent Common Shares (or securities exchangeable
                           for or convertible into or carrying rights to acquire
                           Parent Common Shares) to holders of Parent Common
                           Shares




                                     - 16 -

<PAGE>   17



                           who exercise an option to receive dividends in Parent
                           Common Shares (or securities exchangeable for or
                           convertible into or carrying rights to acquire Parent
                           Common Shares) in lieu of receiving cash dividends;

                  (ii)     issue or distribute rights, options or warrants to
                           the holders of all or substantially all of the then
                           outstanding Parent Common Shares entitling them to
                           subscribe for or to purchase Parent Common Shares (or
                           securities exchangeable for or convertible into or
                           carrying rights to acquire Parent Common Shares); or

                  (iii)    issue or distribute to the holders of all or
                           substantially all of the then outstanding Parent
                           Common Shares: (1) shares or securities of the Parent
                           of any class other than Parent Common Shares (other
                           than shares convertible into or exchangeable for or
                           carrying rights to acquire Parent Common Shares), (2)
                           rights, options or warrants other than those referred
                           to in Section 6.7(a)(ii) above, (3) evidences of
                           indebtedness of the Parent or (4) assets of the
                           Parent;

                  unless (x) the Company is permitted under applicable law to
                  issue or distribute the economic equivalent on a per share
                  basis of such rights, options, securities, shares, evidences
                  of indebtedness or other assets to the holders of the
                  Exchangeable Shares and (y) the Company shall issue or
                  distribute such rights, options, securities, shares, evidences
                  of indebtedness or other assets simultaneously to the holders
                  of the Exchangeable Shares.

         (b)      The Parent will not without the prior approval of the Company
                  and the prior approval of the holders of the Exchangeable
                  Shares given in accordance with Article 30.4 of the Share
                  Provisions:

                  (i)      subdivide, redivide or change the then outstanding
                           Parent Common Shares into a greater number of Parent
                           Common Shares; or

                  (ii)     reduce, combine or consolidate or change the then
                           outstanding Parent Common Shares into a lesser number
                           of Parent Common Shares; or

                  (iii)    reclassify or otherwise change the Parent Common
                           Shares or effect an amalgamation, merger,
                           reorganization or other transaction affecting the
                           Parent Common Shares;

                  unless (x) the Company is permitted under applicable law to
                  simultaneously make the same or an economically equivalent
                  change to, or in the rights of holders of, the Exchangeable
                  Shares and (y) the same or an economically equivalent change
                  is made to, or in the rights of the holders of, the
                  Exchangeable Shares.

         (c)      The Parent will ensure that the record date for any event
                  referred to in Section 6.7(a) or 6.7(b) above, or (if no
                  record date is applicable for such event) the effective date
                  for any such event, is not less than 10 days after the date on
                  which such event is declared or announced by the Parent (with
                  simultaneous notice thereof to be given by the Parent to the
                  Company).





                                     - 17 -

<PAGE>   18



         (d)      The Company Board of Directors shall determine, in good faith
                  and in its sole discretion (with the assistance of such
                  reputable and qualified independent financial advisors and/or
                  other experts as the board may require), economic equivalence
                  for the purposes of any event referred to in Section 6.7(a) or
                  6.7(b) and each such determination shall be conclusive and
                  binding on the Parent. In making each such determination, the
                  following factors shall, without excluding other factors
                  determined by the board to be relevant, be considered by the
                  Company Board of Directors:

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

                  (ii)     in the case of the issuance or distribution of any
                           rights, options or warrants to subscribe for or
                           purchase Parent Common Shares (or securities
                           exchangeable for or convertible into or carrying
                           rights to acquire Parent Common Shares), the
                           relationship between the exercise price of each such
                           right, option or warrant and the current market value
                           (as determined by the Board of Directors in the
                           manner above contemplated) of a Parent Common Share;

                  (iii)    in the case of the issuance or distribution of any
                           other form of property (including without limitation
                           any shares or securities of the Parent of any class
                           other than Parent Common Shares, any rights, options
                           or warrants other than those referred to in Section
                           6.7(d)(ii) above, any evidences of indebtedness of
                           the Parent or any assets of the Parent), the
                           relationship between the fair market value (as
                           determined by the Company Board of Directors in the
                           manner above contemplated) of such property to be
                           issued or distributed with respect to each
                           outstanding Parent Common Share and the current
                           market value (as determined by the Board of Directors
                           in the manner above contemplated) of a Parent Common
                           Share; and

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

         For purposes of the foregoing determinations, the current market value
         of any security listed and traded or quoted on a securities exchange
         shall be the average of the high and the low trade of such security (as
         reported in the Wall Street Journal) for each of the 10 trading days
         before the date of determination on the principal securities exchange
         on which such securities are listed and traded or quoted; provided,
         however, that if in the opinion of the Company Board of Directors the
         public distribution or trading activity of such securities during such
         period does not create a market that reflects the fair market value of
         such securities, then the current market value thereof shall be
         determined by the Company Board of Directors, in good faith and in its
         sole discretion (with the assistance of such reputable and qualified
         independent financial advisors and/or other




                                     - 18 -

<PAGE>   19



         experts as the board may require), and provided further that any such
         determination by the Company Board of Directors shall be conclusive and
         binding on the Parent.

6.8      Tender Offers, etc. In the event that a cash offer, share exchange
         offer, issuer bid, take-over bid or similar transaction with respect to
         Parent Common Shares (each, a "Tender Offer") is proposed by the Parent
         or is proposed to the Parent or its shareholders and is recommended by
         the Parent Board of Directors, or is otherwise effected or to be
         effected with the consent or approval of the Parent Board of Directors,
         the Parent will use reasonable efforts (to the extent, in the case of a
         Tender Offer by a third party, within its control) expeditiously and in
         good faith to take all such actions and do all such things as are
         necessary or desirable to enable and permit holders of Exchangeable
         Shares to participate in such Tender Offer to the same extent and on an
         economically equivalent basis as the holders of Parent Common Shares,
         without discrimination, provided that if the holders of Exchangeable
         Shares wish to participate in any such Tender Offer such holder shall
         retract Exchangeable Shares as against the Company. Such retraction
         shall be conditional upon and occur simultaneously with, the closing of
         such Tender Offer.

6.9      Parent Not to Vote. The Parent covenants and agrees that it will
         appoint and cause to be appointed proxyholders with respect to all
         Convertible Shares or Exchangeable Shares held by the Parent and its
         Subsidiaries for the sole purpose of attending each meeting of holders
         of Convertible Shares or Exchangeable Shares in order to be counted as
         part of the quorum for each such meeting. The Parent further covenants
         and agrees that it will not, and will cause its Subsidiaries not to,
         exercise any voting rights that may be exercisable by holders of
         Convertible Shares or Exchangeable Shares from time to time pursuant to
         the Share Provisions or pursuant to the provisions of the Company Act
         (or any successor or other corporate statute by which the Company may
         in the future be governed) with respect to any Convertible Shares or
         Exchangeable Shares held by it or by its direct or indirect
         Subsidiaries in respect of any matter considered at any meeting of
         holders of Convertible Shares or Exchangeable Shares.

6.10     Due Performance. The Parent shall, and shall cause each of the Company
         and Holdco to, duly and timely perform all of its respective
         obligations provided for herein and that may arise under the Share
         Provisions, and Parent shall be responsible for the due performance of
         all of such obligations hereunder and under the Share Provisions.

6.11     Issue of Additional Shares. During the term of this Trust Agreement,
         the Parent will not issue any shares of Series B Preferred Stock, par
         value US$0.001 in addition to the Voting Share to be issued to the
         Trustee hereunder.


                                    ARTICLE 7
                             CONCERNING THE TRUSTEE

7.1      Powers and Duties of the Trustee. The rights, powers and authorities of
         the Trustee under this Trust Agreement, in its capacity as trustee of
         the Trust, shall include:

         (a)      receipt and deposit of the Voting Share from the Parent as
                  trustee for and on behalf of the Non-Affiliated Holders in
                  accordance with the provisions of this Trust Agreement;





                                     - 19 -

<PAGE>   20



         (b)      granting proxies and distributing materials to Non-Affiliated
                  Holders as provided in this Trust Agreement;

         (c)      voting the Non-Affiliated Holder Votes in accordance with the
                  provisions of this Trust Agreement;

         (d)      receiving the grant of the Exchange Right from the Parent as
                  trustee for and on behalf of the Non-Affiliated Holders in
                  accordance with the provisions of this Trust Agreement;

         (e)      exercising the Exchange Right, in accordance with the
                  provisions of this Trust Agreement and in connection therewith
                  receiving from Non-Affiliated Holders Exchangeable Shares and
                  other requisite documents and distributing to such
                  Non-Affiliated Holders the Parent Common Shares and cheques,
                  if any, to which such Non-Affiliated Holders are entitled upon
                  the exercise of the Exchange Right;

         (f)      holding title to the Trust Estate;

         (g)      investing any money forming, from time to time, a part of the
                  Trust Estate as provided in this Trust Agreement;

         (h)      taking action at the direction of a Non-Affiliated Holder to
                  enforce the obligations of the Company, Holdco and/or the
                  Parent under this Trust Agreement and under the Share
                  Provisions; and

         (i)      taking such other actions and doing such other things as are
                  specifically provided in this Trust Agreement.

         In the exercise of such rights, powers and authorities the Trustee
         shall have (and is granted) such incidental and additional rights,
         powers and authority not in conflict with any of the provisions of this
         Trust Agreement as the Trustee, acting in good faith and in the
         reasonable exercise of its discretion, may deem necessary, appropriate
         or desirable to effect the purpose of the Trust. Any exercise of such
         discretionary rights, powers and authorities by the Trustee shall be
         final, conclusive and binding upon all persons. For greater certainty,
         the Trustee shall have only those duties as are set out specifically in
         this Trust Agreement. The Trustee in exercising its rights, powers,
         duties and authorities hereunder shall act honestly and in good faith
         with a view to the best interests of the Non-Affiliated Holders and
         shall exercise the care, diligence and skill that a reasonably prudent
         trustee would exercise in comparable circumstances. The Trustee shall
         not be bound to give any notice or do or take any act, action or
         proceeding by virtue of the powers conferred on it hereby unless and
         until it shall be specifically required to do so under the terms
         hereof; nor shall the Trustee be required to take any notice of, or to
         do or to take any act, action or proceeding as a result of any default
         or breach of any provision hereunder, unless and until notified in
         writing of such default or breach, which notice shall distinctly
         specify the default or breach desired to be brought to the attention of
         the Trustee and in the absence of such notice the Trustee may for all
         purposes of this Trust Agreement conclusively assume that no default or
         breach has been made in the observance or performance of any of the
         representations, warranties, covenants, agreements or conditions
         contained herein.





                                     - 20 -

<PAGE>   21



7.2      No Conflict of Interest. The Trustee represents to the Company and the
         Parent that at the date of execution and delivery of this Trust
         Agreement there exists no material conflict of interest in the role of
         the Trustee as a fiduciary hereunder and the role of the Trustee in any
         other capacity. The Trustee shall, within 90 days after it becomes
         aware that such a material conflict of interest exists, either
         eliminate such material conflict of interest or resign in the manner
         and with the effect specified in Article 10 hereof. If, notwithstanding
         the foregoing provisions of this Section 7.2, the Trustee has such a
         material conflict of interest, the validity and enforceability of this
         Trust Agreement shall not be affected in any manner whatsoever by
         reason only of the existence of such material conflict of interest. If
         the Trustee contravenes the foregoing provisions of this Section 7.2,
         any interested party may apply to any court in British Columbia with
         jurisdiction for an order that the Trustee be replaced as trustee
         hereunder.

7.3      Dealings with Transfer Agents, Registrars, etc. The Company, Holdco and
         the Parent irrevocably authorize the Trustee, from time to time, to:

         (a)      consult, communicate and otherwise deal with the respective
                  registrars and transfer agents, and with any such subsequent
                  registrar or transfer agent, of the Convertible Shares,
                  Exchangeable Shares and Parent Common Shares; and

         (b)      requisition, from time to time, from any such registrar or
                  transfer agent any information readily available from the
                  records maintained by it which the Trustee may reasonably
                  require for the discharge of its duties and responsibilities
                  under this Trust Agreement. The Parent covenants that it will
                  supply, and will cause Holdco to supply, the Trustee, or the
                  Company, as the case may be, in a timely manner with duly
                  executed share certificates for the purpose of completing the
                  exercise from time to time of all rights to acquire Parent
                  Common Shares hereunder, under the Share Provisions and under
                  any other security or commitment given to the Non-Affiliated
                  Holders pursuant thereto, in each case pursuant to the
                  provisions hereof or of the Share Provisions or otherwise.

7.4      Books and Records. The Trustee shall keep available for inspection by
         the Parent and the Company, at the Trustee's principal office in
         Vancouver, British Columbia, correct and complete books and records of
         account relating to the Trustee's actions under this Trust Agreement,
         including without limitation all information relating to mailings and
         instructions to and from Non-Affiliated Holders and all transactions
         pursuant to the Voting Rights and the Exchange Right for the term of
         this Trust Agreement. On or before November 30, 1998, and on or before
         November 30 in every year thereafter, so long as the Voting Share is on
         deposit with the Trustee, the Trustee shall transmit to the Parent and
         the Company a brief report, dated as of the preceding August 31, with
         respect to: (a) the property and funds comprising the Trust Estate as
         of that date; (b) the number of exercises of the Exchange Right, if
         any, and the aggregate number of Exchangeable Shares received by the
         Trustee on behalf of Non-Affiliated Holders in consideration of the
         issue and delivery by the Parent or Holdco of Parent Common Shares in
         connection with the Exchange Right, during the calendar year ended on
         such date; and (c) all other actions taken by the Trustee in the
         performance of its duties under this Trust Agreement which it had not
         previously reported.

7.5      Income Tax Returns and Reports. The Trustee shall, to the extent
         necessary, prepare and file on behalf of the Trust appropriate Canadian
         and United States income tax returns and any other returns or reports
         as may be required by applicable law or pursuant to the rules and
         regulations




                                     - 21 -

<PAGE>   22



         of any securities exchange or other trading system through which the
         Exchangeable Shares are traded and, in connection therewith, may obtain
         the advice and assistance of such experts as the Trustee may consider
         necessary or advisable. If requested by the Trustee, the Parent shall
         retain such experts as may be required for the purposes of providing
         such advice and assistance.

7.6      Indemnification Prior to Certain Actions by Trustee. The Trustee shall
         exercise any or all of the rights, duties, powers or authorities vested
         in it by this Trust Agreement at the request, order or direction of any
         Non-Affiliated Holder upon such Non-Affiliated Holder furnishing to the
         Trustee reasonable funding, security and indemnity against the costs,
         expenses and liabilities that may be incurred by the Trustee therein or
         thereby, provided that no Non-Affiliated Holder shall be obligated to
         furnish to the Trustee any such funding, security or indemnity in
         connection with the exercise by the Trustee of any of its rights,
         duties, powers and authorities with respect to the Voting Share
         pursuant to Article 4 hereof with respect to the Exchange Right
         pursuant to Article 5 hereof, subject to the provisions of Section 7.15
         hereof. None of the provisions contained in this Trust Agreement shall
         require the Trustee to expend or risk its own funds or otherwise incur
         financial liability in the exercise of any of its rights, powers,
         duties or authorities unless given funds, security and indemnified as
         aforesaid.

7.7      Actions by Non-Affiliated Holders. No Non-Affiliated Holder shall have
         the right to institute any action, suit or proceeding or to exercise
         any other remedy authorized by this Trust Agreement for the purpose of
         enforcing any of its rights or for the execution of any trust or power
         hereunder unless the Non-Affiliated Holder has requested the Trustee to
         take or institute such action, suit or proceeding and furnished the
         Trustee with the funding, security and indemnity referred to in Section
         7.6 hereof and the Trustee shall have failed to act within a reasonable
         time thereafter. In such case, but not otherwise, the Non-Affiliated
         Holder shall be entitled to take proceedings in any court of competent
         jurisdiction such as the Trustee might have taken; it being understood
         and intended that no one or more Non-Affiliated Holders shall have any
         right in any manner whatsoever to affect, disturb or prejudice the
         rights hereby created by any such action, or to enforce any right
         hereunder, including without limitation, under the Voting Rights or the
         Exchange Right, except subject to the conditions and in the manner
         herein provided, and that all powers and trusts hereunder shall be
         exercised and all proceedings at law shall be instituted, had and
         maintained by the Trustee, except only as herein provided, and in any
         event for the equal benefit of all Non-Affiliated Holders.

7.8      Reliance upon Declarations. The Trustee shall not be considered to be
         in contravention of any of its rights, powers, duties and authorities
         hereunder if, when required, it acts and relies in good faith upon
         lists, mailing labels, notices, statutory declarations, certificates,
         opinions, reports or other papers or documents furnished pursuant to
         the provisions hereof or required by the Trustee to be furnished to it
         in the exercise of its rights, powers, duties and authorities hereunder
         and such lists, mailing labels, notices, statutory declarations,
         certificates, opinions, reports or other papers or documents comply
         with the provisions of Section 7.9 hereof, if applicable, and with any
         other applicable provisions of this Trust Agreement.

7.9      Evidence and Authority to Trustee. The Company, Holdco and/or the
         Parent shall furnish to the Trustee evidence of compliance with the
         conditions provided for in this Trust Agreement relating to any action
         or step required or permitted to be taken by the Company, Holdco and/or
         the Parent or the Trustee under this Trust Agreement or as a result of
         any obligation imposed under this Trust Agreement, including, without
         limitation, in respect of the Voting Rights or the Exchange




                                     - 22 -

<PAGE>   23



         Right and the taking of any other action to be taken by the Trustee at
         the request of or on the application of the Company, Holdco and/or the
         Parent forthwith if and when:

         (a)      such evidence is required by any other section of this Trust
                  Agreement to be furnished to the Trustee in accordance with
                  the terms of this Section 7.9; or

         (b)      the Trustee, in the exercise of its rights, powers, duties and
                  authorities under this Trust Agreement, gives the Company,
                  Holdco and/or the Parent written notice requiring it to
                  furnish such evidence in relation to any particular action or
                  obligation specified in such notice.

         Such evidence shall consist of an Officer's Certificate of the Company,
         Holdco and/or the Parent or a statutory declaration or a certificate
         made by persons entitled to sign an Officer's Certificate stating that
         any such condition has been complied with in accordance with the terms
         of this Trust Agreement. Whenever such evidence relates to a matter
         other than the Voting Rights or the Exchange Right and except as
         otherwise specifically provided herein, such evidence may consist of a
         report or opinion of any solicitor, auditor, accountant, appraiser,
         valuer, engineer or other expert or any other person whose
         qualifications give authority to a statement made by such person,
         provided that if such report or opinion is furnished by a director,
         officer or employee of the Company, Holdco and/or the Parent it shall
         be in the form of an Officer's Certificate or a statutory declaration.
         Each statutory declaration, certificate, opinion or report furnished to
         the Trustee as evidence of compliance with a condition provided for in
         this Trust Agreement shall include a statement by the person giving the
         evidence:

         (a)      declaring that such person has read and understands the
                  provisions of this Trust Agreement relating to the condition
                  in question;

         (b)      describing the nature and scope of the examination or
                  investigation upon which such person based the statutory
                  declaration, certificate, statement or opinion; and

         (c)      declaring that such person has made such examination or
                  investigation as such person believes is necessary to enable
                  such person to make the statements or give the opinions
                  contained or expressed therein.

7.10     Experts, Advisers and Agents.  The Trustee may:

         (a)      in relation to these presents act and rely on the opinion or
                  advice of or information obtained from or prepared by any
                  solicitor, auditor, accountant, appraiser, valuer, engineer or
                  other expert, whether retained by the Trustee or by the
                  Company, Holdco and/or the Parent or otherwise, and may employ
                  such assistants as may be necessary to the proper
                  determination and discharge of its powers and duties and
                  determination of its rights hereunder and may pay proper and
                  reasonable compensation for all such legal and other advice or
                  assistance as aforesaid; and

         (b)      employ such agents and other assistants as it may reasonably
                  require for the proper determination and discharge of its
                  powers and duties hereunder, and may pay reasonable
                  remuneration for all services performed for it (and shall be
                  entitled to receive reasonable remuneration for all services
                  performed by it) in the discharge of the trusts hereof and




                                     - 23 -

<PAGE>   24



                  compensation for all disbursements, costs and expenses made or
                  incurred by it in the determination and discharge of its
                  duties hereunder and in the management of the Trust.

7.11     Investment of Money Held by Trustee. Unless otherwise provided in this
         Trust Agreement, any money held by or on behalf of the Trustee which
         under the terms of this Trust Agreement may or ought to be invested or
         which may be on deposit with the Trustee or which may be in the hands
         of the Trustee may be invested and reinvested in the name or under the
         control of the Trustee in securities in which, under the laws of the
         Province of British Columbia, trustees are authorized to invest trust
         money, provided that such securities are stated to mature within two
         years after their purchase by the Trustee, and the Trustee shall so
         invest such money on the written direction of the Company. Pending the
         investment of any money as herein before provided, such money may be
         deposited in the name of the Trustee in any chartered bank in Canada
         or, with the consent of the Company, in the deposit department of the
         Trustee or any other loan or trust company authorized to accept
         deposits under the laws of Canada or any province thereof at the rate
         of interest then current on similar deposits.

7.12     Trustee Not Required to Give Security. The Trustee shall not be
         required to give any bond or security in respect of the execution of
         the trusts, rights, duties, powers and authorities of this Trust
         Agreement or otherwise in respect of the premises.

7.13     Trustee Not Bound to Act on Company's Request. Except as in this Trust
         Agreement otherwise specifically provided, the Trustee shall not be
         bound to act in accordance with any direction or request of the
         Company, Holdco and/or the Parent or of the directors thereof until a
         duly authenticated copy of the instrument or resolution containing such
         direction or request shall have been delivered to the Trustee, and the
         Trustee shall be empowered to act and rely upon any such copy
         purporting to be authenticated and believed by the Trustee to be
         genuine.

7.14     Authority to Carry on Business. The Trustee represents to the Company,
         Holdco and the Parent that at the date of execution and delivery by it
         of this Trust Agreement it is authorized to carry on the business of a
         trust company in the Province of British Columbia but if,
         notwithstanding the provisions of this Section 7.14, it ceases to be so
         authorized to carry on business, the validity and enforceability of
         this Trust Agreement and the Voting Rights, the Exchange Right and the
         other rights granted in or resulting from the Trustee being a party to
         this Trust Agreement shall not be affected in any manner whatsoever by
         reason only of such event but the Trustee shall, within 90 days after
         ceasing to be authorized to carry on the business of a trust company in
         the Province of British Columbia, either become so authorized or resign
         in the manner and with the effect specified in Article 10 hereof.

7.15     Conflicting Claims. If conflicting claims or demands are made or
         asserted with respect to any interest of any Non-Affiliated Holder in
         any Exchangeable Shares, including any disagreement between the heirs,
         representatives, successors or assigns succeeding to all or any part of
         the interest of any Non-Affiliated Holder in any Exchangeable Shares
         resulting in conflicting claims or demands being made in connection
         with such interest, then the Trustee shall be entitled, at its sole
         discretion, to refuse to recognize or to comply with any such claim or
         demand. In so refusing, the Trustee may elect not to exercise any
         Voting Rights, Exchange Right or other rights subject to such
         conflicting claims or demands and, in so doing, the Trustee shall not
         be or become liable to any person on account of such election or its
         failure or refusal to comply with




                                     - 24 -

<PAGE>   25



         any such conflicting claims or demands. The Trustee shall be entitled
         to continue to refrain from acting and to refuse to act until:

         (a)      the rights of all adverse claimants with respect to the Voting
                  Rights, Exchange Right or other rights subject to such
                  conflicting claims or demands have been adjudicated by a final
                  judgment of a court of competent jurisdiction; or

         (b)      all differences with respect to the Voting Rights, Exchange
                  Right or other rights subject to such conflicting claims or
                  demands have been conclusively settled by a valid written
                  agreement binding on all such adverse claimants, and the
                  Trustee shall have been furnished with an executed copy of
                  such agreement.

         If the Trustee elects to recognize any claim or comply with any demand
         made by any such adverse claimant, it may in its discretion require
         such claimant to furnish such surety bond or other security
         satisfactory to the Trustee as it shall deem appropriate fully to
         indemnify it as between all conflicting claims or demands.

7.16     Acceptance of Trust. The Trustee hereby accepts the Trust created and
         provided for by and in this Trust Agreement and agrees to perform the
         same upon the terms and conditions herein set forth and to hold all
         rights, privileges and benefits conferred hereby and by law in trust
         for the various persons who shall from time to time be Non-Affiliated
         Holders, subject to all the terms and conditions herein set forth.


                                    ARTICLE 8
                                  COMPENSATION

8.1      Fees and Expenses of the Trustee. The Parent and the Company jointly
         and severally agree to pay to the Trustee reasonable compensation for
         all of the services rendered by it under this Trust Agreement and will
         reimburse the Trustee for all reasonable expenses (including but not
         limited to taxes, compensation paid to experts, agents and advisors and
         travel expenses) and disbursements, including the cost and expense of
         any suit or litigation of any character and any proceedings before any
         governmental agency reasonably incurred by the Trustee in connection
         with its rights and duties under this Trust Agreement; provided that
         the Parent, Holdco and the Company shall have no obligation to
         reimburse the Trustee for any expenses or disbursements paid, incurred
         or suffered by the Trustee in any suit or litigation in which the
         Trustee is determined to have acted in bad faith or with negligence or
         wilful misconduct.


                                    ARTICLE 9
                   INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1      Indemnification of the Trustee. The Parent, Holdco and the Company
         jointly and severally agree to indemnify and hold harmless the Trustee
         and each of its directors, officers, employees and agents appointed and
         acting in accordance with this Trust Agreement (collectively, the
         "Indemnified Parties") against all claims, losses, damages, costs,
         penalties, fines and reasonable and necessary expenses (including
         reasonable and necessary expenses of the Trustee's legal counsel)
         which, without fraud, negligence, wilful misconduct or bad faith on the
         part of such




                                     - 25 -

<PAGE>   26



         Indemnified Party, may be paid, incurred or suffered by the Indemnified
         Party by reason of or as a result of the Trustee's acceptance or
         administration of the Trust, its compliance with its duties set forth
         in this Trust Agreement, or any written or oral instructions delivered
         to the Trustee by the Parent, Holdco or the Company pursuant hereto. In
         no case shall the Parent, Holdco or the Company be liable under this
         indemnity for any claim against any of the Indemnified Parties if such
         claim is incurred or suffered by reason of or as a result of the fraud,
         gross negligence, wilful misconduct or bad faith of an Indemnified
         Party and unless the Parent, Holdco and the Company shall be notified
         by the Trustee of the written assertion of a claim or of any action
         commenced against the Indemnified Parties, promptly after any of the
         Indemnified Parties shall have received any such written assertion of a
         claim or shall have been served with a summons or other first legal
         process giving information as to the nature and basis of the claim.
         Subject to Section 9.1(b), below, the Parent, Holdco and the Company
         shall be entitled to participate at their own expense in the defence
         and, if the Parent, Holdco or the Company so elect at any time after
         receipt of such notice, any of them may assume the defence of any suit
         brought to enforce any such claim. The Trustee shall have the right to
         employ separate counsel in any such suit and participate in the defence
         thereof but the fees and expenses of such counsel shall be at the
         expense of the Trustee unless: (a) the employment of such counsel has
         been authorized by the Parent, Holdco or the Company, such
         authorization not to be unreasonably withheld; or (b) the named parties
         to any such suit include both the Trustee and the Parent, Holdco or the
         Company and the Trustee shall have been advised in writing by counsel
         acceptable to the Parent, Holdco or the Company that there may be one
         or more legal defences available to the Trustee that are different from
         or in addition to those available to the Parent, Holdco or the Company
         and that an actual or potential conflict of interest exists (in which
         case the Parent, Holdco and the Company shall not have the right to
         assume the defence of such suit on behalf of the Trustee but shall be
         liable to pay the reasonable fees and expenses of counsel for the
         Trustee). Such indemnification shall survive the resignation or removal
         of the Trustee and the termination of this Trust Agreement.

9.2      Limitation of Liability. The Trustee shall not be held liable for any
         loss which may occur by reason of depreciation of the value of any part
         of the Trust Estate or any loss incurred on any investment of funds
         pursuant to this Trust Agreement, except to the extent that such loss
         is attributable to the fraud, gross negligence, wilful misconduct or
         bad faith on the part of the Trustee.


                                   ARTICLE 10
                                CHANGE OF TRUSTEE

10.1     Resignation. The Trustee, or any trustee hereafter appointed, may at
         any time resign by giving written notice of such resignation to the
         Parent, Holdco and the Company specifying the date on which it desires
         to resign, provided that such notice shall never be given less than 60
         days before such desired resignation date unless the Parent, Holdco and
         the Company otherwise agree and provided further that such resignation
         shall not take effect until the date of the appointment of a successor
         trustee and the acceptance of such appointment by the successor
         trustee. Upon receiving such notice of resignation, the Parent, Holdco
         and the Company shall promptly appoint a successor trustee by written
         instrument in duplicate, one copy of which shall be delivered to the
         resigning trustee and one copy to the successor trustee. Failing
         acceptance by a successor




                                     - 26 -

<PAGE>   27



         trustee, a successor trustee may be appointed by an order of any court
         of British Columbia with jurisdiction upon application of one or more
         of the parties hereto.

10.2     Removal. The Trustee, or any trustee hereafter appointed, may be
         removed with or without cause, at any time on 60 days' prior notice by
         written instrument executed by the Parent, Holdco and the Company, in
         duplicate, one copy of which shall be delivered to the trustee so
         removed and one copy to the successor trustee.

10.3     Successor Trustee. Any successor trustee appointed as provided under
         this Trust Agreement shall execute, acknowledge and deliver to the
         Parent, Holdco and the Company and to its predecessor trustee an
         instrument accepting such appointment. Thereupon the resignation or
         removal of the predecessor trustee shall become effective and such
         successor trustee, without any further act, deed or conveyance, shall
         become vested with all the rights, powers, duties and obligations of
         its predecessor under this Trust Agreement, with like effect as if
         originally named as trustee in this Trust Agreement. However, on the
         written request of the Parent, Holdco and the Company or of the
         successor trustee, the trustee ceasing to act shall, upon payment of
         any amounts then due it pursuant to the provisions of this Trust
         Agreement, execute and deliver an instrument transferring to such
         successor trustee all the rights and powers of the trustee so ceasing
         to act. Upon the request of any such successor trustee, the Parent,
         Holdco and the Company and such predecessor trustee shall execute any
         and all instruments in writing for more fully and certainly vesting in
         and confirming to such successor trustee all such rights and powers.

10.4     Notice of Successor Trustee. Upon acceptance of appointment by a
         successor trustee as provided herein, the Parent, Holdco and the
         Company shall cause to be mailed notice of the succession of such
         trustee hereunder to each Non-Affiliated Holder specified in a List. If
         the Parent, Holdco or the Company shall fail to cause such notice to be
         mailed within 10 days after acceptance of appointment by the successor
         trustee, the successor trustee shall cause such notice to be mailed at
         the expense of the Parent, Holdco and the Company.


                                   ARTICLE 11
                                PARENT SUCCESSORS

11.1     Certain Requirements in Respect of Combination, etc. The Parent shall
         not enter into any transaction (whether by way of reconstruction,
         reorganization, consolidation, merger, transfer, sale, lease or
         otherwise) whereby all or substantially all of its undertaking,
         property and assets would become the property of any other person or,
         in the case of a merger, of the continuing corporation resulting
         therefrom unless, but may do so if:

         (a)      such other person or continuing corporation (the "Parent
                  Successor"), by operation of law, becomes, without more, bound
                  by the terms and provisions of this Trust Agreement or, if not
                  so bound, executes, prior to or contemporaneously with the
                  consummation of such transaction a trust agreement
                  supplemental hereto and such other instruments (if any) as are
                  satisfactory to the Trustee are necessary or advisable to
                  evidence the assumption by the Parent Successor of liability
                  for all money payable and property deliverable hereunder and
                  the covenant of such Parent Successor to pay and deliver or
                  cause to be delivered the same and its agreement to observe
                  and perform all the covenants and obligations of the Parent
                  under this trust agreement; and




                                     - 27 -

<PAGE>   28




         (b)      such transaction shall, to the satisfaction of the Trustee, be
                  upon such terms as substantially to preserve and not to impair
                  in any material respect any of the rights, duties, powers and
                  authorities of the Trustee or of the Non-Affiliated Holders
                  hereunder or under the Company's Articles.

11.2     Vesting of Powers in Successor. Whenever the conditions of Section 11.1
         hereof have been duly observed and performed, if required by Section
         11.1 hereof, the Trustee, the Parent Successor, Holdco and the Company
         shall execute and deliver the supplemental trust agreement provided for
         in Article 12 hereof and thereupon the Parent Successor shall possess
         and from time to time may exercise each and every right and power of
         the Parent under this Trust Agreement in the name of the Parent or
         otherwise and any act or proceeding by any provision of this Trust
         Agreement required to be done or performed by the Parent Board of
         Directors or any officers of the Parent may be done and performed with
         like force and effect by the directors or officers of such Parent
         Successor.

11.3     Wholly-Owned Subsidiaries. Except as provided in Section 5.10, nothing
         herein shall be construed as preventing the amalgamation or merger of
         any wholly-owned Subsidiary of the Parent with or into the Parent or
         the winding up, liquidation or dissolution of any wholly-owned
         Subsidiary of the Parent provided that all of the assets of such
         Subsidiary are transferred to the Parent or another wholly-owned
         Subsidiary of the Parent, and any such transactions are expressly
         permitted by this Article 11.


                                   ARTICLE 12
                  AMENDMENTS AND SUPPLEMENTAL TRUST AGREEMENTS

12.1     Amendments, Modifications, etc. This Trust Agreement may not be amended
         or modified except by an agreement in writing executed by the Company,
         Holdco, the Parent and the Trustee and approved by the Non-Affiliated
         Holders and the holders of the Convertible Shares in accordance with
         Article 30.4 of the Share Provisions.

12.2     Ministerial Amendments. Notwithstanding the provisions of Section 12.1
         hereof, the parties to this Trust Agreement may in writing, at any time
         and from time to time, without the approval of the Non-Affiliated
         Holders or the approval of the holders of the Convertible Shares, amend
         or modify this Trust Agreement for the purposes of:

         (a)      adding to the covenants of any or all of the parties hereto
                  for the protection of the Non-Affiliated Holders and the
                  holders of the Convertible Shares hereunder and under the
                  Company's Articles;

         (b)      making such amendments or modifications not inconsistent with
                  this Trust Agreement as may be necessary or desirable with
                  respect to matters or questions which, in the opinion of the
                  Company Board of Directors and the Parent Board of Directors
                  and in the opinion of the Trustee, having in mind the
                  commercially reasonable interests of the Non-Affiliated
                  Holders and the holders of the Convertible Shares as a whole,
                  it may be expedient to make, provided that such boards of
                  directors and the Trustee shall be of the opinion that such
                  amendments and modifications will not be materially
                  prejudicial to the




                                     - 28 -

<PAGE>   29



                  interests of the Non-Affiliated Holders and the holders of the
                  Convertible Shares as a whole; or

         (c)      making such changes or corrections which are required for the
                  purpose of curing or correcting any ambiguity or defect or
                  inconsistent provision or clerical omission or mistake or
                  manifest error, provided that the Trustee and the Company
                  Board of Directors and the Parent Board of Directors shall be
                  of the opinion that such changes or corrections will not be
                  materially prejudicial to the interests of the Non-Affiliated
                  Holders and the holders of the Convertible Shares as a whole.

12.3     Meeting to Consider Amendments. The Company, at the request of the
         Parent, shall call a meeting or meetings of the Non-Affiliated Holders
         and the holders of the Convertible Shares for the purpose of
         considering any proposed amendment or modification requiring approval
         pursuant hereto. Any such meeting or meetings shall be called and held
         in accordance with the Company's Articles, the Share Provisions and all
         applicable laws.

12.4     Changes in Capital of Parent and the Company. At all times after the
         occurrence of any event effected pursuant to Section 6.7 or Section 6.8
         of this Trust Agreement, as a result of which either the Parent Common
         Shares, the Convertible Shares or the Exchangeable Shares or any of
         them are in any way changed, this Trust Agreement shall forthwith be
         amended and modified as necessary in order that it shall apply with
         full force and effect, mutatis mutandis, to all new securities into
         which the Parent Common Shares, the Convertible Shares or the
         Exchangeable Shares or any of them are so changed and the parties
         hereto shall execute and deliver a supplemental trust agreement giving
         effect to and evidencing such necessary amendments and modifications.

12.5     Execution of Supplemental Trust Agreements. No amendment to or
         modification or waiver of any of the provisions of this Trust Agreement
         otherwise permitted hereunder shall be effective unless made in writing
         and signed by all of the parties hereto. From time to time the Company,
         Holdco, the Parent and the Trustee may, subject to the provisions of
         these presents, and they shall, when so directed by these presents,
         execute and deliver by their proper officers, trust agreements or other
         instruments supplemental hereto, which thereafter shall form part
         hereof, for any one or more of the following purposes:

         (a)      evidencing the succession of Parent Successors to the Parent
                  and the covenants of and obligations assumed by each such
                  Parent Successor in accordance with the provisions of Article
                  11 and the successor of any successor trustee in accordance
                  with the provisions of Article 10;

         (b)      making any additions to, deletions from or alterations of the
                  provisions of this Trust Agreement or the Voting Rights or the
                  Exchange Right which, in the opinion of the Trustee, will not
                  be prejudicial to the interests of the Non-Affiliated Holders
                  and the holders of the Convertible Shares as a whole or are in
                  the opinion of the Trustee necessary or advisable in order to
                  incorporate, reflect or comply with any legislation the
                  provisions of which apply to the Parent, Holdco, the Company,
                  the Trustee or this Trust Agreement; and





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<PAGE>   30



         (c)      for any other purposes not inconsistent with the provisions of
                  this Trust Agreement, including without limitation to make or
                  evidence any amendment or modification to this Trust Agreement
                  as contemplated hereby, provided that, in the opinion of the
                  Trustee, the rights of the Trustee, the Non-Affiliated Holders
                  and the holders of the Convertible Shares as a whole will not
                  be prejudiced thereby.


                                   ARTICLE 13
                                   TERMINATION

13.1     Term. The Trust created by this Trust Agreement shall continue until
         the earliest to occur of the following events:

         (a)      no Convertible Shares are outstanding and no outstanding
                  Exchangeable Shares are held by any Non-Affiliated Holder;

         (b)      each of the Company, Holdco and the Parent elects in writing
                  to terminate the Trust and such termination is approved by the
                  Non-Affiliated Holders of the Exchangeable Shares and the
                  holders of the Convertible Shares in accordance with Article
                  30.4 of the Share Provisions; and

         (c)      21 years after the death of the last survivor of the
                  descendants of His Majesty King George VI of the United
                  Kingdom of Great Britain and Northern Ireland living on the
                  date of the creation of the Trust.

13.2     Survival of Agreement. This Trust Agreement shall survive any
         termination of the Trust and shall continue until there are no
         Convertible Shares outstanding and no Exchangeable Shares outstanding
         held by any Non-Affiliated Holder; provided, however, that the
         provisions of Articles 8 and 9 hereof and the representation contained
         in Section 6.3(b) hereof shall survive any such termination of this
         Trust Agreement.


                                   ARTICLE 14
                                     GENERAL

14.1     Severability. If any provision of this Trust Agreement is held to be
         invalid, illegal or unenforceable, the validity, legality or
         enforceability of the remainder of this Trust Agreement shall not in
         any way be affected or impaired thereby and this Trust Agreement shall
         be carried out as nearly as possible in accordance with its original
         terms and conditions.

14.2     Enurement. This Trust Agreement shall be binding upon and enure to the
         benefit of the parties hereto and their respective successors and
         permitted assigns and to the benefit of the Non-Affiliated Holders.





                                     - 30 -

<PAGE>   31



14.3     Notices to Parties. All notices and other communications between the
         parties hereunder shall be in writing and shall be deemed to have been
         given if delivered personally or by confirmed telecopy to the parties
         at the following addresses (or at such other address for such party as
         shall be specified in like notice):

                  Raintree Resorts International, Inc.
                  10000 Memorial Drive
                  Suite 480
                  Houston, Texas
                  U.S.A. 77024
                  Attention: Chairman
                  Telecopy: (713) 613-2828

         Any notice or other communication given personally shall be deemed to
         have been given and received upon delivery thereof and if given by
         telecopy shall be deemed to have been given and received on the date of
         receipt thereof unless such day is not a Business Day in which case it
         shall be deemed to have been given and received upon the immediately
         following Business Day.

14.4     Notice of Holders. Any and all notices to be given and any documents to
         be sent to any Non-Affiliated Holder or any holder of a Convertible
         Share may be given or sent to the address of such holder shown on the
         Company's register of security holders in any manner permitted by the
         Company Act from time to time in force in respect of notices to
         shareholders and shall be deemed to be received (if given or sent in
         such manner) at the time specified in such Act, the provisions of which
         Act shall apply mutatis mutandis to notices or documents as aforesaid
         sent to such holders.

14.5     Risk of Payments by Post. Whenever payments are to be made or documents
         are to be sent to any Non-Affiliated Holder or any holder of a
         Convertible Share by the Trustee or by the Company, Holdco, the Parent
         or by such Non-Affiliated Holder or any holder of a Convertible Share
         to the Trustee or to the Parent, Holdco or the Company, the making of
         such payment or sending of such document sent through the post shall be
         at the risk of the Company, in the case of payments made or documents
         sent by the Trustee or the Company or Holdco or the Parent, and shall
         be at the risk of the Non-Affiliated Holder or holder of Convertible
         Shares, in the case of payments made or documents sent by the
         Non-Affiliated Holder or holder of Convertible Shares, as the case may
         be.

14.6     Counterparts. This Trust Agreement may be executed in counterparts,
         each of which shall be deemed an original, but all of which taken
         together shall constitute one and the same instrument.

14.7     Jurisdiction. This Trust Agreement shall be construed and enforced in
         accordance with the laws of the Province of British Columbia and the
         laws of Canada applicable therein.

14.8     Attornment. The Parent agrees that any action or proceeding arising out
         of or relating to this Trust Agreement may be instituted in the courts
         of British Columbia, waives any objection which it may have now or
         hereafter to the venue of any such action or proceeding, irrevocably
         submits to the jurisdiction of the said courts in any such action or
         proceeding, agrees to be bound by any judgment of the said courts and
         agrees not to seek, and hereby waives, any review of the merits




                                     - 31 -

<PAGE>   32


         of any such judgment by the courts of any other jurisdiction and hereby
         appoints the Company at its registered office in the Province of
         British Columbia as its attorney for service of process.


IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be
duly executed as of the date first above written.


RAINTREE RESORTS INTERNATIONAL, INC.


By:
      ---------------------------------

Name:
      ---------------------------------

Title:
      ---------------------------------


RAINTREE RESORTS INTERNATIONAL CANADA LTD.


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

RAINTREE RESORTS HOLDINGS ULC


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

RAINTREE RESORTS HOLDINGS ULC
(in its capacity as the Trustee)


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




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