EXCHANGE AND VOTING AGREEMENT

MEMORANDUM OF AGREEMENT made as of the 10th day of October 2000.

AMONG:
                                TECE INC.  (FORMERLY  INTERNET FOOD CO. INC.), a
                                corporation  subsisting  under  the  laws of the
                                State of Nevada;

                                (hereinafter referred to as the "Parent")

AND:
                                3786137 CANADA INC., a corporation  incorporated
                                under the laws of Canada;

                                (hereinafter referred to as the "Purchaser"),

AND:
                                PIERRE  BARNARD,  attorney,  having  a  business
                                address at De Grandpre Chaurette Levesque,  2000
                                McGill  College  Avenue,  suite 1600,  Montreal,
                                Quebec H3B 3H3

                                (hereinafter referred to as the "Trustee").

AND:
                                TEC   TECHNOLOGYVALUATION.COM   CORPORATION,   a
                                corporation  incorporated  under the laws of the
                                Province of Quebec;

                                (hereinafter referred to as the "Tec")

W H E R E A S:

A.       The Purchaser is a subsidiary of the Parent;

B.       Pursuant  to the Share  Exchange  Agreement,  the  Purchaser  agreed to
         acquire Tec Common Shares in consideration  of among other things:  (i)
         the Shareholders of Tec receiving one Exchangeable Non-Voting Share (as
         herein defined) of Purchaser for each two Tec Common Share held by them
         immediately before the Share Exchange and (ii) the Parent,  granting to
         each Shareholder Voting Rights (as herein defined) in the Parent on the
         basis of each Shareholder  having an equivalent  number of votes in the
         Parent as the number of Exchangeable Shares held by such Shareholder;

C.       As security for the Parent's  covenant to exchange common shares in its
         capital stock for Exchangeable Shares,  Parent agreed to issue a number
         of shares of its Common Stock (as herein  defined as the "Parent Common
         Shares") to the Trustee corresponding to the number


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                                                                               2

         of issued and outstanding Exchangeable Shares;

D.       In accordance  with the Share Exchange  Agreement and the  Exchangeable
         Share Provisions, this Agreement stipulates the means by which: (i) the
         Shareholders  have voting  rights in the Parent;  ii) the Trustee holds
         Parent  Common  Shares  for the  Shareholders;  (iii) the  Shareholders
         exercise their rights of exchange of the Exchangeable  Shares; and (iv)
         the Parent exercises its Call Right.

E.       As consideration for the grant by the Parent of the above rights to the
         Shareholders,  the  Shareholders  who have intervened to this Agreement
         have granted to the Parent a right to acquire the  Exchangeable  Shares
         tendered by them for Retraction (the "Call Right");

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


                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

DEFINITIONS.  In this  Agreement,  the following  terms shall have the following
meanings:

"AFFILIATE"  of any  person  means  any  other  person  directly  or  indirectly
controlled by, or under common control of, that person. For the purposes of this
definition,   "control"  (including,   with  correlative  meanings,   the  terms
"controlled by" and "under common control of"), as applied to any person,  means
the possession by another person, directly or indirectly, of the power to direct
or cause the direction of the  management  and policies of that first  mentioned
person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise.

"AUTOMATIC  EXCHANGE  RIGHTS"  means the benefit of the  obligation of Parent to
effect the automatic  exchange of  Exchangeable  Shares for Parent Common Shares
pursuant to Section 4.11 hereof.

"BOARD OF DIRECTORS" means the Board of Directors of Purchaser.

"BUSINESS DAY" means a day other than a Saturday, Sunday or a day when banks are
not open for business in Quebec;

"CALL RIGHT"  means the right of the Parent to acquire in certain  circumstances
described in the  statutes of  Purchaser,  Exchangeable  Shares from the holders
thereof who have intervened to this Agreement, on the basis of one Parent Common
Share for each Exchangeable Share so tendered.

"CANADIAN  DOLLAR  EQUIVALENT"  means in  respect  of an amount  expressed  in a
foreign  currency  (the  "Foreign  Currency  Amount")  at any date  the  product
obtained by multiplying (a) the


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                                                                               3

Foreign  Currency  Amount by (b) the exchange rate on such date for such foreign
currency  expressed in Canadian  dollars as reported in The Wall Street  Journal
under "Currency Trading;  Exchange Rates" or, in the event such exchange rate is
not  available,  such  exchange  rate on such  date  for such  foreign  currency
expressed  in Canadian  dollars as may be deemed by the Board of Directors to be
appropriate for such purpose.

"CURRENT  MARKET PRICE" means,  in respect of a Parent Common Share on any date,
the Canadian  Dollar  Equivalent of closing price of Parent Common Shares on the
day before such date, on such stock  exchange or automated  quotation  system on
which the Parent Common Shares are listed or quoted,  as the case may be, as may
be selected by the Board of Directors for such purpose; provided,  however, that
if there is no public  distribution or trading  activity of Parent Common Shares
during such period, then the Current Market Price of a Parent Common Share shall
be determined by the Board of Directors  based upon the advice of such qualified
independent  financial  advisors  as the  Board  of  Directors  may  deem  to be
appropriate,   and  provided  further  that  any  such  selection,   opinion  or
determination by the Board of Directors shall be conclusive and binding.

"EXCHANGEABLE  SHARES" means the  Exchangeable  Shares  without par value in the
capital stock of Purchaser issuable under the Share Exchange Agreement.

"EXCHANGEABLE SHARE PROVISIONS" means the rights,  privileges,  restrictions and
conditions  attached  to the  Exchangeable  Shares  as set  forth  in the  Share
Exchange Agreement.

"INSOLVENCY  EVENT" means the  institution  by Purchaser of any proceeding to be
adjudicated bankrupt or insolvent or to be dissolved or wound up, or the consent
of  Purchaser to the  institution  of  bankruptcy,  insolvency,  dissolution  or
winding  up  proceedings  against  it, or the  filing 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 Purchaser to contest in good faith any such proceedings  commenced in
respect of Purchaser within fifteen (15) days of becoming aware thereof,  or the
consent by Purchaser to the filing of any such petition or to the appointment of
a receiver,  or the making by Purchaser of a general  assignment for the benefit
of  creditors,  or the admission in writing by Purchaser of its inability to pay
its debts  generally  as they  become  due, or  Purchaser  not being  permitted,
pursuant to solvency  requirements  of  applicable  law, to redeem any Retracted
Shares pursuant to section 6 of the Exchangeable Share Provisions.

"INSOLVENCY EXCHANGE RIGHT" has the meaning ascribed thereto in Section 4.1.

"LIQUIDATION EVENT" has the meaning ascribed thereto in Section 4.11.

"LIQUIDATION  EVENT EFFECTIVE DATE" has the meaning  ascribed thereto in Section
4.11(c).



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                                                                               4

"LIST" has the meaning ascribed thereto in Section 3.8.

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

"PARENT  COMMON  SHARES"  means the shares of common stock of the Parent  having
voting rights of one vote per share,  and any other  securities  into which such
shares may be changed.

"PARENT CONSENT" has the meaning ascribed thereto in Section 3.2.

"PARENT MEETING" has the meaning ascribed in Section 3.2.

"PARENT SUCCESSOR" has the meaning ascribed thereto in Section 11.1(a).

"PERSON"   includes   an   individual,   partnership,    corporation,   company,
unincorporated   syndicate   or   organization,    trust,   trustee,   executor,
administrator and other legal representative.

"RETRACTED SHARES" has the meaning ascribed thereto in Section 4.6.

"SHARE  EXCHANGE  AGREEMENT"  means the Agreement dated October 10, 2000 between
the Parent, the Purchaser and Tec, as amended and restated on the date hereof.

"SHAREHOLDERS"  means the registered  holders from time to time of  Exchangeable
Shares, other than the Parent and its Affiliates.

"SHAREHOLDER VOTES" has the meaning ascribed thereto in Section 3.2.

"SUPPORT  AGREEMENT"  means that certain  support  agreement made as of the same
date hereof between Purchaser and Parent.

"TRUST" means the trust created by this Agreement.

"TRUST ESTATE" means the Trust Shares and any other  securities,  money or other
property  which may be held by the  Trustee  from time to time  pursuant to this
Agreement.

"TRUST SHARES" has the meaning ascribed thereto in Section 2.2.

"VOTING RIGHTS" has the meaning ascribed thereto in Section 3.1.

INTERPRETATION  NOT  AFFECTED BY HEADINGS,  ETC. The division of this  Agreement
into  articles,  sections and  paragraphs  and the insertion of headings are for
convenience  of  reference  only  and  shall  not  affect  the  construction  or
interpretation of this Agreement.



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                                                                               5

NUMBER,  GENDER, ETC. Words importing the singular number only shall include the
plural and vice versa.  Words  importing the use of any gender shall include all
genders.

DATE FOR ANY  ACTION.  If any date on which any action is  required  to be taken
under this  Agreement is not a Business Day, such action shall be required to be
taken on the next succeeding Business Day.


                                    ARTICLE 2
                                  TRUST SHARES

2.1      ESTABLISHMENT OF TRUST.  The Parent hereby  establishes a Trust for the
         benefit of the Shareholders,  as herein provided. The Trustee will hold
         the  Parent  Common  Shares  acquired  pursuant  to the Share  Exchange
         Agreement,  Exchangeable  Share Provisions,  Support Agreement and this
         Agreement  both to support the  Parent's  and  Purchaser's  obligations
         thereunder  in the event of  default  and to  provide a  mechanism  for
         Shareholders  of  Exchangeable   Shares  to  direct  the  voting  of  a
         corresponding number of Parent Common Share held by the Trustee.

2.2      ISSUE AND OWNERSHIP OF THE PARENT COMMON SHARES. Upon execution of this
         Agreement and  thereafter  from time to time, the Parent shall issue in
         the name of the Trustee a number of Parent  Common  Shares equal to the
         number of Exchangeable  Shares issued to Shareholders such shares to be
         hereafter  held of record by the  Trustee as trustee  for and on behalf
         of, and for the use and benefit of, the  Shareholders and in accordance
         with the  provisions  of this  Agreement.  All Parent  Common Shares so
         issued by the Parent to the Trustee  pursuant to this Section 3.1 shall
         hereafter  be  referred  to as the "Trust  Shares".  The Parent  hereby
         acknowledges  receipt  from the Trustee as trustee for and on behalf of
         the Shareholders of good and valuable  consideration  (and the adequacy
         thereof)  for the  issuance  of the Trust  Shares by the  Parent to the
         Trustee.  During  the term of the  Trust and  subject  to the terms and
         conditions of this  Agreement,  the Trustee shall possess and be vested
         with full legal ownership of the Trust Shares and, subject to the terms
         hereof,  shall be entitled to exercise  all of the rights and powers of
         an owner with respect to the Trust  Shares,  provided  that the Trustee
         shall:

         (a)      hold the Trust Shares and the rights  associated  therewith as
                  conveyed by this  Agreement as trustee  solely for the use and
                  benefit of the  Shareholders in accordance with the provisions
                  of this Agreement; and

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




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                                                                               6

                                    ARTICLE 3
                                     VOTING

3.1      VOTING   RIGHTS.   The  Parent  and  the  Trustee  will  grant  to  the
         Shareholders  the right for each  Shareholder  to  receive  notice  and
         attend each Parent Meeting and to consent to or to vote in person or by
         proxy,  on any matter,  question  or  proposition  whatsoever  that may
         properly come before the stockholders of the Parent at a Parent Meeting
         or in connection  with a Parent  Consent (in each case, as  hereinafter
         defined)  (the  "Voting  Rights") on the basis of one Voting  Right for
         every one Exchangeable  Non-Voting  Share held by a Shareholder,  as if
         and to the  same  extent  and  effect  as if the  Shareholder  held  an
         equivalent  number of Parent Common Shares.  The Voting Rights shall be
         and remain vested in and exercised by the Shareholders.

3.2      NUMBER OF VOTES.  With respect to all meetings of  stockholders  of the
         Parent at which  holders of shares of Parent Common Shares are entitled
         to vote (a "Parent  Meeting") and with respect to all written  consents
         sought by the Parent  from its  stockholders  including  the holders of
         shares of Parent Common Shares (a "Parent  Consent"),  each Shareholder
         shall be entitled to cast and exercise,  in the manner instructed,  the
         Voting Rights  ordinarily  attributable  to one Parent Common Share for
         each  Exchangeable  Share  owned of record by such  Shareholder  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 "Shareholder
         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.

3.3      LEGENDED SHARES CERTIFICATES.  Purchaser will cause each certificate
         representing   Exchangeable   Shares  to  bear  an  appropriate  legend
         notifying the  Shareholders  of their right to a number of votes in the
         Parent  as is  equal  to  the  number  of  shares  represented  by  the
         Exchangeable Share certificates.

3.4      SAFEKEEPING OF CERTIFICATES.  The certificate(s) representing the Trust
         Shares shall at all times be held in safe keeping by the Trustee or its
         agent.

3.5      MAILINGS TO SHAREHOLDERS OF EXCHANGEABLE  SHARES.  With respect to each
         Parent Meeting and Parent Consent,  the Parent will mail or cause to be
         mailed  (or  otherwise  communicate  in the same  manner as the  Parent
         utilizes in  communications to holders of Parent Common Shares, to each
         of the  Shareholders  named in the List (as defined  below) 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  Shareholder is entitled to the exercise
                  of the  Shareholder  Votes with respect to such Parent Meeting
                  or Parent Consent, as the case may be,


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                                                                               7

                  and to attend such Parent  Meeting and to exercise  personally
                  the Shareholder Votes thereat;

         (c)      a  statement  as to the manner in which to give a proxy to the
                  Trustee or a designated agent or other  representative  of the
                  management of the Parent to exercise such  Shareholder  Votes;
                  and

         (d)      a  statement  of (i) the time and date by which  such  must be
                  received by the Parent 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
                  proxies.

For the  purpose of  determining  Shareholder  Votes to which a  Shareholder  is
entitled in respect of any such Parent Meeting or Parent Consent,  the number of
Exchangeable  Shares owned of record by the  Shareholder  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.

3.6      COPIES OF  STOCKHOLDER  INFORMATION.  The  Parent  will  deliver to the
         Shareholders copies of all proxy materials (including notices of Parent
         Meetings),   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.

3.7      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
         its  best  efforts  to  obtain  and  deliver  copies  thereof  to  each
         Shareholder as soon as possible thereafter.

3.8      LIST OF PERSONS  ENTITLED  TO VOTE.  Purchaser  shall (a) prior to each
         annual, general and special Parent Meeting or the seeking of any Parent
         Consents  and (b)  forthwith  upon each request made at any time by the
         Trustee or the  Parent in  writing,  prepare or cause to be  prepared a
         list (a "List") of the names and addresses of the Shareholders arranged
         in  alphabetical  order and showing the number of  Exchangeable  Shares
         held of record by each such  Shareholder,  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 Parent promptly after
         receipt  by  Purchaser  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 Parent


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                                                                               8

         to perform its obligations  under this Agreement.  The Parent agrees to
         give  Purchaser  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 Purchaser to perform its obligations under this Section 3.8.

3.9      DISTRIBUTION  OF  WRITTEN  MATERIALS.   Any  written  materials  to  be
         distributed  by  the  Parent  to  the  Shareholders  pursuant  to  this
         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) to each Shareholder at its address as shown on
         the books of Purchaser. Purchaser shall provide or cause to be provided
         to the Parent for this purpose, on a timely basis and without charge or
         other expense current lists of the Shareholders.

3.10     TERMINATION OF VOTING RIGHTS.  All of the rights of a Shareholder  with
         respect  to  the  Shareholder  Vote  exercisable  in  respect  of  each
         Exchangeable  Non-Voting Share held by such Shareholder shall be deemed
         to be surrendered by the Shareholder to the Parent and such Shareholder
         Votes and the Voting Rights represented thereby shall cease immediately
         upon the exchange,  retraction or redemption of the Exchangeable Shares
         by or from the Shareholder.

3.11     ALTERNATIVE VOTING RIGHTS. The Trustee shall exercise the Voting Rights
         only on the basis of instructions  received from Shareholders  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  Shareholder  with
         respect to the Voting Rights to which such Shareholder is entitled, the
         Trustee shall not exercise or permit the exercise of such Shareholder's
         Voting  Rights  and shall not  otherwise  exercise  the  Voting  Rights
         attached to the Trust Shares.

         Any Shareholder  named in a List prepared in connection with any Parent
         Meeting or any Parent  Consent  will be entitled  (a) to  instruct  the
         Trustee with respect to the exercise of the Shareholder  Votes to which
         such  Shareholder  is  entitled  or  (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 Shareholder Votes to
         which such Shareholder is entitled except,  in each case, to the extent
         that such Shareholder has transferred the ownership of any Exchangeable
         Shares in respect of which such  Shareholder is entitled to Shareholder
         Votes after the close of  business on the record date for such  meeting
         or seeking of consent.

         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 Shareholder , the Shareholder Votes as to
         which such  Shareholder is entitled to direct the Voting Rights (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 Shareholder prior to the time and date fixed by it for
         receipt of such instructions in the


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                                                                               9

         notice given by the Trustee to the Shareholder.

         The Trustee shall cause such  representatives as are empowered by it to
         sign and deliver,  on behalf of the Trustee,  proxies for Voting Rights
         to attend each Parent Meeting. Upon submission by a Shareholder (or its
         designee)   of    identification    satisfactory   to   the   Trustee's
         representatives, and at the Shareholder's request, such representatives
         shall sign and deliver to such Shareholder (or its designee) a proxy to
         exercise  personally the Shareholder Votes as to which such Shareholder
         is otherwise entitled hereunder to direct the vote, if such Shareholder
         either (i) has not previously given the Trustee instructions in respect
         of such  meeting,  or (ii)  submits  to the  Trustee's  representatives
         written revocation of any such previous instructions.  At such meeting,
         the Shareholder  exercising such Shareholder  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.


                                    ARTICLE 4
                      EXCHANGE RIGHT AND AUTOMATIC EXCHANGE

4.1      GRANT AND OWNERSHIP OF THE EXCHANGE RIGHT.  The Parent hereby grants to
         the  Shareholders  the  right,  upon  the  occurrence  and  during  the
         continuance of an Insolvency  Event,  to require the Parent to purchase
         from each or any Shareholder all or any part of the Exchangeable Shares
         held by the  Shareholder  in  accordance  with the  provisions  of this
         Agreement  (the  "Insolvency   Exchange  Right").   The  Parent  hereby
         acknowledges  receipt  from  the  Shareholders  of  good  and  valuable
         consideration  (and  the  adequacy  thereof)  for the  issuance  of the
         Insolvency Exchange Right to them.

4.2      LEGENDED  SHARE  CERTIFICATES.  Purchaser  will cause each  certificate
         representing   Exchangeable   Shares  to  bear  an  appropriate  legend
         notifying the Shareholders of:

         (a)      their right with  respect to the  exercise  of the  Insolvency
                  Exchange Right in respect of the Exchangeable Shares held by a
                  Shareholder; and

         (b)      the Automatic Exchange Rights.

4.3      PURCHASE  PRICE.  The  purchase  price  payable  by the Parent for each
         Exchangeable  Non-Voting  Share to be purchased by the Parent under the
         Insolvency 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  Non-Voting Share under the Insolvency Exchange Right plus
         (b) an additional amount equivalent to the full amount of all dividends
         declared and unpaid on each such Exchangeable  Non-Voting Share and all
         dividends declared on Parent Common Shares which have not been declared
         on such Exchangeable Shares in accordance with the


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                                                                              10

         Exchangeable Share Provisions (provided that if the record date for any
         such  declared  and  unpaid  dividends  occurs  on or after  the day of
         closing of such purchase and sale the purchase  price shall not include
         such  additional   amount   equivalent  to  such  declared  and  unpaid
         dividends). In connection with each exercise of the Insolvency Exchange
         Right,  the  Parent  will  provide  to the  shareholders  an  Officer's
         Certificate  setting forth the  calculation  of the purchase  price for
         each  Exchangeable  Non-Voting  Share. The purchase price for each such
         Exchangeable  Non-Voting  Share so purchased  may be satisfied  only by
         delivering or causing the Trustee to deliver out of the Trust Shares to
         the relevant  Shareholder,  one Parent Common Share and a check for the
         balance, if any, of the purchase price without interest.

4.4      EXERCISE  INSTRUCTIONS.  Subject to the terms and  conditions set forth
         herein, a Shareholder shall be entitled, upon the occurrence and during
         the  continuance  of an Insolvency  Event,  to exercise the  Insolvency
         Exchange  Right  with  respect  to all or any part of the  Exchangeable
         Shares  registered  in the  name of such  Shareholder  on the  books of
         Purchaser.  To cause the exercise of the Insolvency Exchange Right, the
         Shareholder  shall deliver to the Parent,  in person or by certified or
         registered mail the certificates  representing the Exchangeable  Shares
         which such Shareholder 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 Act,
         and the  articles  of  Purchaser  and  such  additional  documents  and
         instruments  as the Parent may reasonably  require  together with (a) a
         duly completed  form of notice of exercise of the  Insolvency  Exchange
         Right,  contained  on the reverse of or  attached  to the  Exchangeable
         Non-Voting Share certificates,  stating (i) that the Shareholder elects
         to exercise the  Insolvency  Exchange Right so as to require the Parent
         to purchase  from the  Shareholder  the number of  Exchangeable  Shares
         specified  therein,  (ii) that such  Shareholder  has good title to and
         owns all such  Exchangeable  Shares to be  acquired  by Parent free and
         clear of all liens,  claims and  encumbrances,  (iii) the name in which
         the  certificates  representing  Parent  Common Shares  deliverable  in
         connection with the exercise of the Insolvency 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 Purchaser  and the Parent of payment) of the taxes (if
         any) payable as contemplated by Section 4.7 of this Agreement.  If only
         a part of the  Exchangeable  Shares  represented by any  certificate or
         certificates delivered to the Trustee are to be purchased by the Parent
         under the Insolvency  Exchange Right, a new certificate for the balance
         of such  Exchangeable  Shares shall be issued to the Shareholder at the
         expense of Purchaser.

4.5      DELIVERY OF PARENT COMMON SHARES; EFFECT OF EXERCISE.  Promptly, and as
         soon  as  reasonably  practicable  after  receipt  of the  certificates
         representing the Exchangeable  Shares which the Shareholder desires the
         Parent to purchase under the Insolvency  Exchange Right,  together with
         such documents and instruments of transfer and a duly completed form of
         notice of exercise of the  Insolvency  Exchange  Right (and  payment of
         taxes, if any, or evidence thereof),  duly endorsed for transfer to the
         Parent,  the Parent shall  immediately  thereafter upon receipt of such
         notice deliver or cause the Trustee


<PAGE>


                                                                              11

         to  deliver  out of  the  Trust  Shares,  to the  Shareholder  of  such
         Exchangeable  Shares  (or to  such  other  persons,  if  any,  properly
         designated by such  Shareholder),  the  certificates  for the number of
         Parent Common Shares deliverable in connection with the exercise of the
         Insolvency  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,  and  checks  for the  balance,  if any,  of the total
         purchase price therefor. The Parent shall,  immediately upon receipt of
         such  certificates   representing  the  Exchangeable  Shares  from  the
         Shareholder,  deliver  the  certificates  to the  registered  office of
         Purchaser for  cancellation.  Immediately  upon the giving of notice by
         the  Shareholder  to the  Parent  of  the  exercise  of the  Insolvency
         Exchange  Right,  as provided in this  Section  4.5, the closing of the
         transaction  of  purchase  and  sale  contemplated  by  the  Insolvency
         Exchange Right shall be deemed to have occurred, and the Shareholder of
         such  Exchangeable  Shares shall be deemed to have  transferred  to the
         Parent its right, title and interest in and to such Exchangeable Shares
         and shall cease to be a  Shareholder  of such  Exchangeable  Shares and
         shall not be entitled to exercise any of the rights of a Shareholder in
         respect thereof, other than the right to receive his proportionate part
         of the total purchase price  therefor,  unless the requisite  number of
         Parent Common Shares (together with a check for the balance, if any, of
         the  total  purchase  price  therefor)  is  not  allotted,  issued  and
         delivered  to such  Shareholder  (or to  such  other  persons,  if any,
         properly designated by such Shareholder), within five (5) Business Days
         of the date of the giving of such notice by the  Shareholder,  in which
         case the rights of the Shareholder  shall remain  unaffected until such
         Parent  Common  Shares are so  allotted,  issued and  delivered  by the
         Parent and any such check is so delivered and paid.  Concurrently  with
         such  Shareholder  ceasing to be a Shareholder of Exchangeable  Shares,
         the  Shareholder  shall be considered and deemed for all purposes to be
         the holder of Parent  Common  Shares  delivered  to it  pursuant to the
         Insolvency Exchange Right.

4.6      EXERCISE OF INSOLVENCY EXCHANGE RIGHT SUBSEQUENT TO RETRACTION.  In the
         event that a Shareholder has exercised its right under Article 6 of the
         Exchangeable Share Provisions to require Purchaser to redeem any or all
         of the  Exchangeable  Shares held by the  Shareholder  (the  "Retracted
         Shares")  and is notified by  Purchaser  pursuant to section 6.6 of the
         Exchangeable Share Provisions that Purchaser will not be permitted as a
         result of solvency  requirements  of applicable  law to redeem all such
         Retracted  Shares,  and the  Shareholder has not revoked the retraction
         request  delivered by the Shareholder to Purchaser  pursuant to section
         6.7 of the Exchangeable  Share Provisions,  the retraction request will
         constitute and will be deemed to constitute notice from the Shareholder
         to the Parent to exercise the Insolvency Exchange Right with respect to
         those Retracted Shares which Purchaser is unable to redeem. In any such
         event,  Purchaser  hereby agrees with the  Shareholder  immediately  to
         notify the Parent of such prohibition  against Purchaser  redeeming all
         of the  Retracted  Shares  and  immediately  to  forward or cause to be
         forwarded  to  the  Parent  all  relevant  materials  delivered  by the
         Shareholder to Purchaser of the Exchangeable  Shares (including without
         limitation  a copy of the  retraction  request  delivered  pursuant  to
         section 6.1 of the  Exchangeable  Share  Provisions) in connection with
         such proposed  redemption  of the Retracted  Shares and the Parent will
         thereupon  exercise the  Insolvency  Exchange Right with respect to the
         Retracted Shares that Purchaser is not


<PAGE>

                                                                              12

         permitted to redeem and will purchase  such shares in  accordance  with
         the provisions of this Article 4.

4.7      STAMP OR OTHER TRANSFER TAXES. Upon any sale of Exchangeable  Shares to
         the Parent  pursuant to the Insolvency  Exchange Right or the Automatic
         Exchange  Rights,  the share  certificate or certificates  representing
         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
         Shareholder  of the  Exchangeable  Shares so sold without charge to the
         Shareholder of the Exchangeable Shares so sold; provided,  however that
         such  Shareholder (a) shall pay (and neither the Parent,  Purchaser nor
         the Trustee shall be required to pay) any documentary, stamp, transfer,
         withholding  or other  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  Shareholder,  or (b) shall have  established to
         the  satisfaction  of the Trustee,  the Parent and Purchaser  that such
         taxes, if any, have been paid.

4.8      NOTICE OF  INSOLVENCY  EVENT.  Immediately  upon the  occurrence  of an
         Insolvency  Event or any event  which  with the giving of notice or the
         passage of time or both would be an Insolvency Event, Purchaser and the
         Parent  shall  give  written  notice  thereof  to the  Trustee  and the
         Shareholders, which notice shall contain a brief statement of the right
         of the Shareholders with respect to the Insolvency Exchange Right.

4.9      QUALIFICATION  OF PARENT  COMMON  SHARES.  The  Parent  represents  and
         warrants  that it has  taken  all  actions  and done all  things as are
         necessary  under any United States or Canadian  federal,  provincial or
         state law or regulation or pursuant to the rules and regulations of any
         regulatory  authority or the fulfilment of any other legal  requirement
         (collectively,  the "Applicable Laws") as they exist on the date hereof
         and will in good faith  expeditiously  take all such actions and do all
         such things as are necessary under Applicable Laws as they may exist in
         the future to cause the Parent Common Shares to be issued and delivered
         pursuant to the Exchangeable Share Provisions,  the Insolvency Exchange
         Right or the Automatic Exchange Rights; provided that all Parent Common
         Shares  will be  subject  to such  resale  restrictions  as  imposed by
         applicable securities legislation.

4.10     RESERVATION  OF PARENT COMMON  SHARES.  The Parent  hereby  represents,
         warrants and covenants  that it has  irrevocably  reserved for issuance
         and will at all times keep  available,  free from  preemptive and other
         rights, out of its authorized and unissued capital stock such number of
         Parent  Common  Shares  (a) as is equal to the sum of (i) the number of
         Exchangeable  Shares issued and outstanding  from time to time and (ii)
         the number of  Exchangeable  Shares  issuable  upon the exercise of all
         rights to acquire Exchangeable Shares outstanding from time to time and
         (b) as are now and may  hereafter  be  required  to enable  and  permit
         Purchaser  and  the  Parent  to  meet  their   respective   obligations
         hereunder,  under the Support  Agreement,  under the Exchangeable Share
         Provisions and under any other security or commitment pursuant to which
         the Parent may now or  hereafter  be  required to issue  Parent  Common
         Shares. To the extent permitted under Applicable Laws, the Trust Shares
         may be used to satisfy the Parent's obligations


<PAGE>


                                                                              13

         under this Section 4.10.

4.11     AUTOMATIC EXCHANGE ON LIQUIDATION OF THE PARENT

         (a)      The Parent will give the Trustee and the  Shareholders  notice
                  of each of the following  events (each a "Liquidation  Event")
                  at the time set forth below:

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

                  (ii)    immediately,  upon the  earlier of (A)  receipt by the
                          Parent  of  notice  of or  (B)  the  Parent  otherwise
                          becoming aware of any threatened or instituted  claim,
                          suit,  petition or other  proceedings  with respect to
                          the involuntary liquidation, dissolution or winding-up
                          of the Parent or to effect any other  distribution  of
                          assets of the Parent  notifying its  shareholders  for
                          the purpose of winding up its affairs.

         (b)      Such notice shall include a brief description of the automatic
                  exchange  of  Exchangeable  Shares  for Parent  Common  Shares
                  provided  for  in  Section   4.11(c)  and  the  ability  of  a
                  Shareholder not to participate in such automatic exchange.

         (c)      In order that the Shareholders  will be able to participate on
                  a pro rata basis with the holders of Parent  Common  Shares in
                  the  distribution of assets of the Parent in connection with a
                  Liquidation  Event,  on the  fifth  Business  Day prior to the
                  effective date of a Liquidation Event (the "Liquidation  Event
                  Effective  Date")  all of the  then  outstanding  Exchangeable
                  Shares  shall be  automatically  exchanged  for Parent  Common
                  Shares.  To effect such  automatic  exchange  the Parent shall
                  purchase each Exchangeable Non-Voting Share outstanding on the
                  fifth Business Day prior to the  Liquidation  Event  Effective
                  Date and held by Shareholders, and each Shareholder shall sell
                  the  Exchangeable  Shares  held  by it  at  such  time,  for a
                  purchase price per share equal to (a) the Current Market Price
                  of one (1) Parent Common Share on the fifth Business Day prior
                  to the  Liquidation  Event  Effective  Date,  which  shall  be
                  satisfied  in full by the Parent  delivering  or  causing  the
                  Trustee to deliver out of the Trust Shares to the  Shareholder
                  one  Parent  Common  Share,  plus  (b)  an  additional  amount
                  equivalent  to the full amount of all  dividends  declared and
                  unpaid  on each  such  Exchangeable  Non-Voting  Share and all
                  dividends declared on Parent Common Shares which have not been
                  declared  on  such  Exchangeable  Shares  in  accordance  with
                  section 3 of the Exchangeable Share Provisions  (provided that
                  if the record date for any such declared and unpaid  dividends
                  occurs on or after the day of  closing  of such  purchase  and
                  sale the purchase price shall not include such


<PAGE>


                                                                              14

                  additional  amount  equivalent  to such  declared  and  unpaid
                  dividends).  In connection with such automatic  exchange,  the
                  Parent  will   provide  to  the   Shareholders   an  Officer's
                  Certificate  setting  forth the  calculation  of the  purchase
                  price for each Exchangeable  Non-Voting Share, together with a
                  notice of the anticipated Liquidation Event Effective Date.

         (d)      On the  fifth  Business  Day  prior to the  Liquidation  Event
                  Effective Date, the closing of the transaction of purchase and
                  sale  contemplated  by the automatic  exchange of Exchangeable
                  Shares  for  Parent  Common  Shares  shall be  deemed  to have
                  occurred,  and  each  Shareholder  shall  be  deemed  to  have
                  transferred  to the  Parent  all of the  Shareholder's  right,
                  title and interest in and to its Exchangeable Shares and shall
                  cease to be a Shareholder of such Exchangeable  Shares and the
                  Parent  shall  deliver or cause the  Trustee to deliver out of
                  the  Trust  Shares to the  Shareholder  Parent  Common  Shares
                  deliverable upon the automatic exchange of Exchangeable Shares
                  for Parent Common Shares and shall deliver to the  Shareholder
                  a check for the balance,  if any, of the total  purchase price
                  for  such   Exchangeable   Shares.   Concurrently   with  such
                  Shareholder ceasing to be a Shareholder, the Shareholder shall
                  be considered  and deemed for all purposes to be the holder of
                  Parent  Common  Shares  issued to it pursuant to the automatic
                  exchange of  Exchangeable  Shares for Parent Common Shares and
                  the   certificates   held   by  the   Shareholder   previously
                  representing   the   Exchangeable   Shares  exchanged  by  the
                  Shareholder   with  the  Parent  pursuant  to  such  automatic
                  exchange shall thereafter be deemed to represent Parent Common
                  Shares  delivered to the Shareholder by the Parent pursuant to
                  such  automatic   exchange  prior  to  the  surrender  by  the
                  Shareholder of the Exchangeable Non-Voting Share certificates.
                  Upon the request of a  Shareholder  and the  surrender  by the
                  Shareholder  of  Exchangeable  Non-Voting  Share  certificates
                  deemed to represent  Parent  Common  Shares,  duly endorsed in
                  blank and  accompanied by such  instruments of transfer as the
                  Parent may  reasonably  require,  the Parent shall  deliver or
                  cause  to  be  delivered  to  the   Shareholder   certificates
                  representing  Parent Common Shares of which the Shareholder is
                  the holder.

4.12     WITHHOLDING  RIGHTS.  The Parent  will retain tax counsel to advise the
         Parent and the Trustee on all income tax and withholding obligations of
         the Parent, the Trust and the Trustee. The Parent and the Trustee shall
         be entitled to deduct and  withhold  from the  consideration  otherwise
         payable  pursuant to this Agreement to any Shareholder  such amounts as
         the  Parent or the  Trustee  is  required  or  permitted  to deduct and
         withhold  with respect to the making of such  payment  under the United
         States  Internal  Revenue  Code of 1986 as amended  (the  "Code"),  the
         Income Tax Act (Canada) or any provision of state, local, provincial or
         foreign  tax law.  To the extent that  amounts  are so  withheld,  such
         withheld amounts shall be treated for all purposes of this Agreement as
         having been paid to the  Shareholder  of the shares in respect of which
         such deduction and  withholding  was made,  provided that such withheld
         amounts are actually remitted to the appropriate  taxing authority.  To
         the extent that the amount so required or  permitted  to be deducted or
         withheld from any payment to a Shareholder  exceeds the cash portion of
         the consideration


<PAGE>


                                                                              15

         otherwise  payable to the  Shareholder,  the  Parent or the  Trustee is
         hereby  authorized to sell or otherwise dispose of at fair market value
         such portion of the consideration as is necessary to provide sufficient
         funds to the  Parent  or the  Trustee,  as the case may be, in order to
         enable it to comply with such deduction or withholding  requirement and
         shall account to the relevant  Shareholder for any balance of such sale
         proceeds.


                                    ARTICLE 5
                                    DIVIDENDS

5.1      The holders of  Exchangeable  Shares will be entitled to participate in
         all dividends declared by Purchaser,  in accordance with the provisions
         of the Exchangeable Share Provisions and the Support Agreement.

5.2      The Trustee hereby expressly  waives,  for and on its own behalf and on
         behalf of all  Shareholders,  all rights to receive  dividends of every
         nature as may be payable to it as holder of the Trust  Shares,  and the
         parties  acknowledge  that the Parent need not include the Trust Shares
         in  its  calculations  for  purposes  of  determining  the  payment  of
         dividends,  and need not pay or  distribute  any  dividends  (either in
         cash,  shares  or  otherwise)  to the  Trustee  as  holder of the Trust
         Shares,  provided  however  that such  waiver may be  rescinded  by the
         Trustee upon receipt of notice from a  Shareholder  that  Purchaser has
         omitted  to pay any  dividends  otherwise  payable  or that  either the
         Parent or Purchaser  contests the right of the holders of  Exchangeable
         Shares to receive  dividends,  or the right to receive dividends on the
         Exchangeable  Shares that are  otherwise in doubt  whereupon the Parent
         will pay and the Trustee shall collect all dividends  paid on the Trust
         Shares  from  time to time  until the  Trustee  receives  an  Officer's
         Certificate  from Purchaser  certifying that Purchaser is in compliance
         with  its   obligations  to  pay  dividends  in  accordance   with  the
         Exchangeable Share Provisions. Any dividends received by the Trustee on
         the Trust Shares shall be paid to the  Shareholders  in the same manner
         as  dividends  would  have been paid by  Purchaser  to the  holders  of
         Exchangeable Shares.

5.3      For  clarity,  the Voting  Rights and  exchange  rights  granted by the
         Parent to the  Shareholders  hereunder do not in any manner  confer any
         additional  rights to the Shareholders,  including,  but subject to the
         provisions  of  the  Support  Agreement,   any  rights  to  receive  or
         participate in dividends declared or paid by the Parent.

                                    ARTICLE 6
                               SUPPORT PROVISIONS

6.1      USE OF TRUST SHARES IN CONNECTION WITH SUPPORT AGREEMENT. Pursuant
         to section  2.11 of the Support  Agreement,  the Trust  Shares  provide
         additional security for the Parent's and Purchaser's  obligations under
         the Share Exchange Agreement, the Exchangeable Share Provisions and the
         Support  Agreement.  In the event that  Purchaser  and the Parent  both
         default on their obligations to acquire the Exchangeable Shares


<PAGE>


                                                                              16

         pursuant to the Exchangeable  Share Provisions,  the Support Agreement,
         or Article 4 of this  Agreement,  a  Shareholder  may  provide  written
         notice to the Parent,  Purchaser  and the Trustee of such  default.  If
         such  default  is  not  cured  within  ten  (10)  Business   Days,  the
         Shareholder  may provide  written notice to the Trustee of such failure
         to cure.  The  Trustee  shall then use the Trust  Shares to satisfy the
         Parent's obligation to acquire the Exchangeable Shares as if the Parent
         had  instructed  the Trustee to use the Trust  Shares for such  purpose
         pursuant to this  Agreement.  The  Exchangeable  Shares acquired by the
         Trustee in such transaction  shall be distributed to the Parent. In the
         event that the Trustee uses the Trust Shares to so acquire Exchangeable
         Shares,  and if the Parent is  obligated to pay any declared but unpaid
         dividends (or dividends declared on Parent Common Shares which have not
         been declared on such Exchangeable  Shares in accordance with section 3
         of  the  Exchangeable  Share  Provisions),   the  Parent  shall  remain
         obligated to pay such amount to the Shareholder.

6.2      APPLICATION OF TRUST SHARES. At such time as either Purchaser or Parent
         acquires  Exchangeable Shares from a Shareholder,  it shall provide the
         Trustee  with  an  Officer's  Certificate  specifying  (i)  the  former
         Shareholder, (ii) the number of Exchangeable Shares acquired, (iii) the
         form of the acquisition,  designated by the provision of the applicable
         agreement  (Exchangeable  Share  Provisions,  Support Agreement or this
         Agreement) and (iv) the date of such acquisition. If such certification
         is made,  the Trustee shall  distribute to the Parent a number of Trust
         Shares  equal to the number of  Exchangeable  Shares so acquired by the
         Parent  (or, if so  requested  by the  Parent,  distribute  such Parent
         Common Shares to the former Shareholder on behalf of the Parent).


                                    ARTICLE 7
                             CONCERNING THE TRUSTEE

7.1      POWERS AND DUTIES OF THE TRUSTEE. The rights, powers and authorities of
         the Trustee  under this  Agreement,  in its  capacity as trustee of the
         Trust, shall include:

         (a)      receiving and  depositing  the Trust Shares from the Parent as
                  trustee for and on behalf of the  Shareholders  in  accordance
                  with the provisions of this Agreement;

         (b)      distributing  materials  to  Shareholders  as provided in this
                  Agreement;

         (c)      holding title to the Trust Estate;

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

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



<PAGE>


                                                                              17

         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
         Agreement  as the Trustee,  acting in good faith and in the  reasonable
         exercise of its discretion, may deem necessary or appropriate 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.  Notwithstanding  anything to the  contrary
         herein, the Trustee shall have no obligation to exercise any discretion
         in the  performance  of its  obligations  hereunder  and shall  only be
         required to act upon the express  written  instructions  of the Parent,
         Purchaser or the Shareholders. For greater certainty, the Trustee shall
         have only those duties as are set out specifically in this Agreement.

         The Trustee in exercising its rights,  powers,  duties and  authorities
         hereunder  shall act honestly and in good faith and in accordance  with
         its fiduciary  duties to the  Shareholders and shall exercise the care,
         diligence and skill that a reasonably prudent trustee would exercise in
         comparable circumstances. The Trustee shall not 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 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.

7.2      NO CONFLICT OF INTEREST.  The Trustee  represents  to the Purchaser and
         the Parent that at the date of execution and delivery of this 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 ninety (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 9.

7.3      DEALINGS WITH THIRD PARTIES.  The Purchaser and the Parent  irrevocably
         authorize the Trustee, from time to time, to:

         (a)      consult,  communicate  and otherwise  deal with any respective
                  registrars,  transfer  agents,  payment  agents  or any  other
                  person or entity  appointed from time to time by the Parent in
                  connection with any matter relating to the Exchangeable Shares
                  and Parent Common Shares; and

         (b)      requisition,  from time to time, (i) from any such  registrar,
                  transfer  agent  payment  agent or  other  person  or  entity,
                  appointed from time to time by the Parent, as applicable,  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 Agreement;  and
                  (ii) from Purchaser,  the holder of Parent Common Shares,  and
                  any subsequent holder or agent of such shares, the share


<PAGE>


                                                                              18

                  certificates  issuable  upon the exercise from time to time of
                  the  Insolvency  Exchange  Right and pursuant to the Automatic
                  Exchange  Rights in the manner  specified in Article 4 hereof.
                  The  Purchaser  and the  Parent  irrevocably  authorize  their
                  respective  payment  agent,  or  any  other  authorized  agent
                  appointed  from time to time by the Parent to comply  with all
                  such requests.

7.4      BOOKS AND RECORDS.  The Trustee shall keep  available  for  inspection,
         during  normal  business  hours,  by the Parent and  Purchaser,  at the
         Trustee's  principal office,  correct and complete books and records of
         account  relating  to  the  Trustee's  actions  under  this  Agreement,
         including without  limitation all information  relating to mailings and
         instructions to and from Shareholders.

7.5      INCOME  TAX  RETURNS  AND  REPORTS.   The  Trustee  will  allocate  and
         distribute  all income and losses of the Trust to the  Shareholders  in
         each year such  that the Trust is not in a  position  to pay any tax or
         file any tax returns.  Shareholders will be individually and personally
         responsible  for all income and losses  incurred by the Trust.  In this
         regard,  the Parent will retain tax counsel on behalf of the Trust, and
         agrees to prepare and distribute to each  Shareholder all necessary tax
         forms  for them to  complete  their  United  States  and  Canadian  tax
         returns.  The Shareholders may obtain the advice and assistance of such
         experts as they may consider necessary or advisable.

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  Agreement  at the  request,  order or  direction  of any
         Shareholder upon such Shareholder  furnishing to the Trustee reasonable
         funding,  security  and  indemnity  against  the  costs,  expenses  and
         liabilities which may be incurred by the Trustee therein or thereby.

         The  Trustee  shall not be  required  to expend any of its own funds or
         otherwise  incur any financial  liability in the exercise of any of its
         rights, powers, duties or authorities, but instead shall be entitled to
         be fully funded, given security and indemnity in advance as aforesaid.

7.7      ACTIONS  BY  SHAREHOLDERS.  Shareholders  shall  be  entitled  to  take
         proceedings  in any court of competent  jurisdiction  to enforce any of
         their rights hereunder as against Purchaser and the Parent.

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.

7.9      EVIDENCE  AND  AUTHORITY  TO TRUSTEE.  Purchaser  and the Parent  shall
         furnish


<PAGE>


                                                                              19

         to the Trustee evidence of compliance with the conditions  provided for
         in this Agreement  relating to any action or step required or permitted
         to be taken by Purchaser  and/or the Parent for the Trustee  under this
         Agreement or as a result of any obligation imposed under this Agreement
         including,  without  limitation,  in respect of the Insolvency Exchange
         Right or the  Automatic  Exchange  Rights  and the  taking of any other
         action  to be  taken  by  the  Trustee  at  the  request  of or on  the
         application of Purchaser and the Parent forthwith if and when:

         (a)      such  evidence  is  required  by any  other  section  of  this
                  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 Agreement,  gives Purchaser 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 Purchaser
         and/or the Parent,  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
         Agreement.

         Whenever  such  evidence  relates  to a matter  other  than the  Voting
         Rights, the Insolvency  Exchange Right or the Automatic Exchange Rights
         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 him,
         provided  that if such  report or opinion is  furnished  by a director,
         officer or employee of Purchaser and/or the Parent shall be in the form
         of an Officer's Certificate or a statutory declaration.

         Each statutory declaration, certificate, opinion, report or other paper
         or document  furnished to the Trustee as evidence of compliance  with a
         condition  provided for in this Agreement  shall include a statement by
         the person giving the evidence:

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

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

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

7.10     EXPERTS, ADVISORS AND AGENTS.  The Trustee may:


<PAGE>


                                                                              20

         (a)      in relation to these presents,  act and rely on the opinion or
                  advice of or information obtained from any solicitor, auditor,
                  accountant,  appraiser,  valuer,  engineer  or  other  expert,
                  whether  retained  by the Trustee or by  Purchaser  and/or the
                  Parent or otherwise,  and may employ such assistants as may be
                  necessary to the proper 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  without  taxation for costs and fees;
                  and

         (b)      employ such agents and other  assistants as it may  reasonably
                  require  for the  proper  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  compensation  for all
                  disbursements,  costs and  expenses  made or incurred by it in
                  the discharge of its duties hereunder and in the management of
                  the  Trust  without   taxation  for  costs  and  fees,   which
                  compensation  reimbursement may be requested to be received in
                  advance prior to undertaking any actions hereunder.

7.11     INVESTMENT OF MONEYS HELD BY THE TRUSTEE.  Unless otherwise provided in
         this  Agreement,  any moneys held by or on behalf of the Trustee  which
         under the terms of this  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 State of
         Pennsylvania,  trustees are authorized to invest trust moneys, provided
         that such  securities  are stated to mature  within two (2) years after
         their  purchase by the  Trustee,  and the Trustee  shall so invest such
         moneys on the written direction of Purchaser. Pending the investment of
         any moneys as  hereinbefore  provided,  such moneys may be deposited in
         the name of the Trustee in any bank,  loan or trust company  authorized
         to accept  deposits under the laws of the United States,  Canada or any
         state or  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 Agreement or
         otherwise in respect of the premises.

7.13     TRUSTEE NOT BOUND TO ACT ON  CORPORATION'S  REQUEST.  Except as in this
         Agreement or otherwise  specifically provided, the Trustee shall not be
         bound to act in  accordance  with any direction or request of Purchaser
         and/or the Parent or 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     CONFLICTING  CLAIMS.  If  conflicting  claims  or  demands  are made or
         asserted with


<PAGE>

                                                                              21

         respect to any interest of any Shareholder 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  Shareholder 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 Insolvency  Exchange Right or
         Automatic Exchange 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 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
                  Insolvency Exchange Right or Automatic Exchange 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 Insolvency  Exchange Right
                  or  Automatic  Exchange  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.

7.15     ACCEPTANCE OF TRUST.  The Trustee  hereby accepts the Trust created and
         provided  for by and in this  Agreement  and agrees to perform the same
         upon the terms and  conditions set forth herein 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 Shareholders, subject to
         all the terms and conditions set forth herein.

7.16     VALIDITY  OF  CERTIFICATES.  If at any time in the  performance  of its
         duties under this  Agreement,  it shall be necessary for the Trustee to
         receive,  accept,  act or rely upon any certificate,  notice,  request,
         waiver, consent, receipt, direction,  affidavit or other paper, writing
         or document  furnished to it and  purporting  to have been  executed or
         issued by Purchaser, the Parent or the Shareholders or their authorized
         officers or  attorneys,  the Trustee  shall be entitled to rely and act
         upon the genuineness and authenticity of any such writing  submitted to
         it. It shall not be necessary  for the Trustee to ascertain  whether or
         not  the  persons  who  have  executed,  signed  or  otherwise  issued,
         authenticated  or  receipted  such papers,  writings or documents  have
         authority to do so or that they are the same persons  named  therein or
         otherwise  to pass upon any  requirement  of such  papers,  writing  or
         documents that may be essential for their validity or  effectiveness or
         upon the truth and  acceptability of any information  contained therein
         which the Trustee in good faith believes to be genuine.


<PAGE>

                                                                              22


                                    ARTICLE 8
                                  COMPENSATION

8.1      FEES  AND  EXPENSES  OF THE  TRUSTEE.  The  Parent,  Purchaser  and the
         Shareholders  jointly  and  severally  agree  to  pay  to  the  Trustee
         reasonable  compensation  for all of the services  rendered by it under
         this  Agreement  and will  reimburse  the  Trustee  for all  reasonable
         expenses and disbursements,  including,  without limitation, legal fees
         and expenses and the  reasonable  compensation  and  disbursements  all
         other  advisors,  agents and assistants not regularly in its employ and
         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 Agreement;
         provided  that the Parent and  Purchaser  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  fraudulently  or in bad faith or
         with gross  negligence  or willful  misconduct.  The  Trustee  shall be
         obliged to provide  only one account or invoice to the Parent from time
         to time during this Agreement in connection with any services  rendered
         by it under this Agreement on behalf of any of the parties.


                                    ARTICLE 9
                   INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1      INDEMNIFICATION  OF  THE  TRUSTEE.   The  Parent,   Purchaser  and  the
         Shareholders jointly and severally agree to indemnify and hold harmless
         the Trustee and each of its directors,  officers,  partners,  employees
         and agents  appointed  and  acting in  accordance  with this  Agreement
         (collectively,  the "Indemnified  Parties") against all claims, losses,
         damages,  costs,  penalties,  fines and reasonable  expenses (including
         reasonable  expenses of the Trustee's  legal  counsel)  which,  without
         fraud, gross negligence, willful misconduct or bad faith on the part of
         such  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 Agreement, or any written or oral instructions
         delivered  to the Trustee by the Parent or Purchaser  pursuant  hereto.
         Subject to (ii),  below,  the Parent and Purchaser shall be entitled to
         participate  at their own expense in the defence and, if the Parent and
         Purchaser so elect at any time after receipt of such notice,  either of
         them may assume the  defence  of any suit  brought to enforce  any such
         claim. In the event the Parent and/or  Purchaser  assume the defence of
         the Trustee,  no  settlement of any claim shall be entered into without
         the prior approval of the Trustee; and the Trustee shall have the right
         to re-assume the defence of any suit if the Parent or Purchaser fail to
         actively  continue such defence so assumed.  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:  (i) the  employment  of such
         counsel has been  authorized  by the Parent or  Purchaser;  or (ii) the
         named parties to any such suit include both the Trustee and the Parent;
         or (iii) Purchaser


<PAGE>


                                                                              23

         and the Trustee  shall have been advised by counsel  acceptable  to the
         Parent  or  Purchaser  that  there  may be one or more  legal  defences
         available  to the Trustee  which are  different  from or in addition to
         those  available  to the Parent or Purchaser  (in which case  Purchaser
         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).

9.2      LIMITATION OF LIABILITY. The Trustee shall not be liable for any act or
         omission by it except where such act or omission  occurs as a result of
         the Trustee's gross negligence or willful misconduct. The Trustee shall
         not be liable for any losses or damages due to the acts or omissions of
         third parties,  including without limitation, the failure by the Parent
         and/or  Purchaser to comply with its obligations  under this Agreement,
         as the case may be. Under no circumstances  shall the Trustee be liable
         for any special, indirect or consequential losses or damages (including
         without limitation loss of profits and penalties) whether caused by the
         Trustee's negligence or that of its employees, agents or otherwise. 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  Agreement
         except to the extent that such loss is attributable to the fraud, gross
         negligence, willful 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 and Purchaser specifying the date on which it desires to resign,
         provided  that such  notice  shall never be given less than thirty (30)
         days  before  such  desired  resignation  date  unless  the  Parent and
         Purchaser  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 and
         Purchaser  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.

10.2     REMOVAL. The Trustee, or any trustee hereafter appointed at any time on
         thirty (30) days' prior  notice by written  instrument  executed by the
         Parent  and  Purchaser,  in  duplicate,  one  copy of  which  shall  be
         delivered  to the  trustee  so  removed  and one copy to the  successor
         trustee.  Any successor trustee to be appointed upon the removal of the
         Trustee  shall  be  appointed  in  accordance  with the  provisions  as
         provided under Section 10.3 of this Agreement.

10.3     SUCCESSOR  TRUSTEE.  Any successor  trustee appointed as provided under
         this Agreement shall execute, acknowledge and deliver to the Parent and
         Purchaser and to its predecessor  trustee an instrument  accepting such
         appointment. Thereupon the resignation


<PAGE>


                                                                              24

         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 Agreement with like effect as if originally
         named as trustee in this Agreement.  However, on the written request of
         the Parent and  Purchaser  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 Agreement,  execute and deliver an instrument
         transferring to such successor  trustee all of the rights and powers of
         the trustee so ceasing to act.  Upon the request of any such  successor
         trustee,  the Parent and Purchaser 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 and  Purchaser  shall
         cause to be mailed notice of the  succession of such trustee  hereunder
         to each  Shareholder  at the address of such  Shareholder  shown on the
         register  of  Shareholders  of  Exchangeable  Shares.  If the Parent or
         Purchaser  shall fail to cause such notice to be mailed within ten (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 and Purchaser.



                                   ARTICLE 11
                              THE 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:

         (a)      such other person or continuing  corporation  is a corporation
                  (herein called the "Parent Successor")  incorporated under the
                  laws of any state of the  United  States or the laws of Canada
                  or any province thereof; and

         (b)      the Parent Successor,  by operation of law,  becomes,  without
                  more,  bound by the terms and provisions of this Agreement or,
                  if not so bound, executes,  prior to or contemporaneously with
                  the consummation of such transaction a Agreement  supplemental
                  hereto and such other instruments (if any) as are satisfactory
                  to the  Trustee  and in the  opinion  of legal  counsel to the
                  Trustee are necessary or advisable to evidence the  assumption
                  by the Parent  Successor of liability  for all moneys  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 of the
                  covenants and obligations of the Parent under this


<PAGE>

                                                                              25

                  Agreement.

11.2     VESTING OF POWERS IN SUCCESSOR. Whenever the conditions of Section 11.1
         hereof have been duly observed and performed,  the Trustee, if required
         by Section  11.1  hereof,  the Parent  Successor  and  Purchaser  shall
         execute and deliver the supplemental  Agreement provided for in Article
         12 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  Agreement in the name of the Parent or  otherwise  and any act or
         proceeding  by any provision of this  Agreement  required to be done or
         performed  by the board of  directors  of Parent or any officers of the
         Parent  may be done and  performed  with like  force and  effect by the
         directors or officers of such the Parent Successor.

11.3     WHOLLY-OWNED  SUBSIDIARIES.   Nothing  herein  shall  be  construed  as
         preventing  the  share  exchange,  merger  or sale of any  wholly-owned
         subsidiary  of the Parent with or into the Parent,  the  winding-up  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,  and  nothing  herein  shall
         prohibit the Parent in any manner whatsoever from selling, transferring
         or  otherwise  disposing  of any and all of the  assets  of the  Parent
         including,  without  limitation,  any  and  all of the  assets  of such
         subsidiary  provided  that all of the  assets  of such  subsidiary  are
         transferred  to the Parent or another  wholly-owned  subsidiary  of the
         Parent.


                                   ARTICLE 12
                  AMENDMENTS AND SUPPLEMENTAL TRUST AGREEMENTS

12.1     AMENDMENTS,  MODIFICATIONS,  ETC. This  Agreement may not be amended or
         modified  except by an agreement in writing  executed by Purchaser  and
         the Parent.

12.2     MEETING TO CONSIDER AMENDMENTS. Purchaser, at the request of the Parent
         shall call a meeting or meetings of the Shareholders 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 by-laws of Purchaser,  the  Exchangeable  Share
         Provisions and all applicable laws.

12.3     CHANGES  IN  CAPITAL  OF PARENT OR  Purchaser.  At all times  after the
         occurrence of any event effected  pursuant to section 2.7 or 2.8 of the
         Support Agreement,  as a result of which either Parent Common Shares or
         the Exchangeable Shares or both are in any way changed,  this 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 Parent Common Shares or the  Exchangeable  Shares
         or both are so changed and the parties hereto shall execute and deliver
         a supplemental Agreement giving effect to and


<PAGE>


                                                                              26

         evidencing such necessary amendments and modifications.

12.4     EXECUTION OF SUPPLEMENTAL  AGREEMENTS.  No amendment to or modification
         or waiver of any of the provisions of this Agreement  otherwise than as
         permitted  hereunder  shall be  effective  unless  made in writing  and
         signed by all of the parties hereto. From time to time the parties may,
         subject to the provisions of these  presents,  and they shall,  when so
         directed  by these  presents,  execute  and  deliver  by  their  proper
         officers,  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 Agreement or the Insolvency  Exchange Right
                  or the Automatic  Exchange Rights which, in the opinion of the
                  Parent  and  its  counsel,  will  not  be  prejudicial  to the
                  interests of the Shareholders as a whole or are in the opinion
                  of counsel to the Parent  necessary  or  advisable in order to
                  incorporate,  reflect  or  comply  with  any  legislation  the
                  provisions  of which apply to the  parties or this  Agreement;
                  and

         (c)      for any other purposes not inconsistent with the provisions of
                  this  Agreement,  including  without  limitation  to  make  or
                  evidence any amendment or  modification  to this  Agreement as
                  contemplated  hereby,  provided  that,  in the  opinion of the
                  Parent  and its  counsel,  the rights of the  Trustee  and the
                  Shareholders as a whole will not be prejudiced thereby.


                                   ARTICLE 13
                                   TERMINATION

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

         (a)      no   outstanding   Exchangeable   Shares   are   held  by  any
                  Shareholder;

         (b)      each of Purchaser  and the Parent acts in writing to terminate
                  the Trust and such termination is approved by the Shareholders
                  of the  Exchangeable  Shares in accordance  with section 10 of
                  the Exchangeable Share Provisions; and

         (c)      December 31, 2098.

13.2     SURVIVAL OF AGREEMENT.  Subject to the  provisions  of Section  13.1(b)
         hereof, this


<PAGE>


                                                                              27

         Agreement shall survive any termination of the Trust and shall continue
         until  there  are  no  Exchangeable  Shares  outstanding  held  by  any
         Shareholder;  and for clarity,  that the provisions of Articles 8 and 9
         shall survive any such termination of the Trust or this Agreement.


                                   ARTICLE 14
                                     GENERAL

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

14.2     INUREMENT.  This  Agreement  shall be  binding  upon and  endure to the
         benefit of the  parties  hereto  and their  respective  successors  and
         permitted assigns and to the benefit of the Shareholders.

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 facsimile to the parties
         at the following  addresses (or at such other address for such party as
         shall be specified in like notice):

if to the Parent or Purchaser:
                         Mr. Steve Saviuk
                         President
                         Manitex Capital Inc.
                         1 Place Ville-Marie, Suite 2001
                         Montreal (Quebec) H3B 2C4

with a copy to:          Mr. David Perez
                         Manitex Capital Inc.
                         1 Place Ville-Marie, Suite 2001
                         Montreal (Quebec) H3B 2C4

if to the Trustee:       Mr. Pierre Barnard
                         De Grandpre Chaurette Levesque
                         2000 McGill College Avenue
                         Suite 1600
                         Montreal (Quebec) H3B 3H3

         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


<PAGE>

                                                                              28

         which case it shall be deemed to have been given and received  upon the
         immediately following Business Day.

14.4     NOTICE  OF  SHAREHOLDERS.  Any  and all  notices  to be  given  and any
         documents  to be sent to any  Shareholders  may be given or sent to the
         address of such  Shareholder  shown on the register of  Shareholders in
         any manner  permitted by the by-laws of Purchaser  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  by-laws,  the  provisions  of which  by-laws  shall apply mutatis
         mutandis  to  notices  or   documents   as   aforesaid   sent  to  such
         Shareholders.

14.5     RISK OF PAYMENTS BY MAIL. Whenever payments are to be made or documents
         are to be sent to any Shareholder by the Trustee or by Purchaser, or by
         such  Shareholder  to the  Trustee or to the Parent or  Purchaser,  the
         making of such  payment or sending of such  document  sent  through the
         mail shall be at the risk of Purchaser, in the case of payments made or
         documents sent by the Trustee or Purchaser, and the Shareholder, in the
         case of payments made or documents sent by the Shareholder.

14.6     COUNTERPARTS.  This 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  Agreement  shall  be  construed  and  enforced  in
         accordance  with the laws of the  Province  of  Quebec  and the laws of
         Canada applicable therein.

14.8     ATTORNMENT.  The Parent and the Purchaser each agree that any action or
         proceeding  arising  out  of or  relating  to  this  Agreement  may  be
         instituted  in the courts of the  Province  of Quebec,  each waives any
         objection  which it may have now or  hereafter to the venue of any such
         action  or  proceeding,   irrevocably   submits  to  the  non-exclusive
         jurisdiction  of the said  courts  in any such  action  or  proceeding,
         agrees to be bound by any  judgment of the said courts and not to seek,
         and hereby waives, any review of the merits of any such judgment by the
         courts of any other jurisdiction.

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


TECE INC.

By:  /s/ Pierre Barnard
     ---------------------
Name: Pierre Barnard
Title:   Attorney




<PAGE>


                                                                              29

3786137 CANADA INC.

By:  /s/ Pierre Barnard
     ---------------------
Name: Pierre Barnard
Title:   President


       /s/ Pierre Barnard
     ---------------------
         PIERRE BARNARD



TEC TECHNOLOGYVALUATON.COM CORPORATION

By:  /s/ Illegible
     ---------------------
Name:
Title: