EXHIBIT 10.1

                      AGREEMENT AND PLAN OF REORGANIZATION











                      AGREEMENT AND PLAN OF REORGANIZATION
                                  BY AND AMONG
                           MERILUS TECHNOLOGIES INC.,
                          613636 BRITISH COLUMBIA, INC.
                                GOLDEN SOIL, INC.
                                       AND
                               THE STOCKHOLDERS OF
        MERILUS TECHNOLOGIES INC. NAMED IN SCHEDULE "A" OF THIS AGREEMENT
                          DATED AS OF OCTOBER 19, 2000



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                                TABLE OF CONTENTS

TABLE OF CONTENTS


<S>                                                                                                               <C>
1.       THE REORGANIZATION...................................................................................... 1
         1.1      The Reorganization............................................................................. 1
         1.2      Effective Time................................................................................. 2
         1.4      Memorandum or Articles of Incorporation, and Bylaws............................................ 2
         1.5      Directors and Officers......................................................................... 2
         1.6      Conversion of Merilus Common Stock............................................................. 2
         1.7      Surrender of Certificates...................................................................... 3
                  (a)      Exchange Agent........................................................................ 3
                  (b)      Merilus to Provide Common Stock....................................................... 3
                  (c)      Exchange Procedures................................................................... 3
                  (d)      Transfers of Ownership................................................................ 3
                  (e)      No Liability.......................................................................... 3
         1.8      No Further Ownership Rights in Merilus Common Stock............................................ 3
         1.9      Lost, Stolen or Destroyed Certificates......................................................... 3
         1.10     Tax Consequences............................................................................... 3
                  (a)      Golden Soil........................................................................... 3
                  (b)      Shareholders of Merilus............................................................... 3
                  (c)      General............................................................................... 4
         1.11     Taking of Necessary Action; Further Action..................................................... 4

2.0      REPRESENTATIONS AND WARRANTIES OF GOLDEN SOIL AND GS SUB................................................ 4
         2.1      Organization of Golden Soil and GS Sub......................................................... 4
         2.2      Authority...................................................................................... 4
         2.3      Capital Structure of Golden Soil............................................................... 4
         2.4      Subsidiaries................................................................................... 5
         2.5      Conflict....................................................................................... 5
         2.6      Consents....................................................................................... 5
         2.7      Golden Soil Financial Statements............................................................... 6
         2.8      Securities and Exchange Filings................................................................ 6
         2.9      Not a Reporting Issuer in British Columbia..................................................... 6
         2.10     No Undisclosed Liabilities..................................................................... 6
         2.11     No Changes..................................................................................... 6
         2.12     Restrictions on Business Activities............................................................ 6
         2.13     Agreements, Contracts and Commitments.......................................................... 6
         2.14     Litigation..................................................................................... 6
         2.15     Minute Books................................................................................... 7
         2.16     Broker's and Finder's Fees: Third Party Expenses............................................... 7
         2.17     Compliance with Laws........................................................................... 7
         2.18     Complete Copies of Materials................................................................... 7
         2.19     Exchangeable Shares and Golden Soil Common Stock............................................... 7
         2.20     Taxes.......................................................................................... 7
         2.21     Representations Complete....................................................................... 7

3.0      REPRESENTATIONS AND WARRANTIES OF MERILUS............................................................... 7
         3.1      Organization of Merilus........................................................................ 7
         3.2      Authority...................................................................................... 8
         3.3      Capital Structure of Merilus................................................................... 8
         3.4      Subsidiaries................................................................................... 8
         3.5      Conflict....................................................................................... 8
         3.6      Consents....................................................................................... 8

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         3.7      Merilus Financial Statements................................................................... 9
         3.8      No Undisclosed Liabilities..................................................................... 9
         3.9      Restrictions on Business Activities............................................................ 9
         3.10     Agreements, Contracts and Commitments.......................................................... 9
         3.11     Litigation..................................................................................... 9
         3.12     Minute Books................................................................................... 9
         3.13     Broker's and Finder's Fees: Third Party Expenses............................................... 9
         3.14     Compliance with Laws........................................................................... 9
         3.15     Complete Copies of Materials................................................................... 9
         3.16     Taxes.......................................................................................... 9
         3.17     Representations Complete...................................................................... 10

4.0      REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AS TO THEMSELVES.................................... 10
         4.1      Capacity...................................................................................... 10
         4.2      Title......................................................................................... 10
         4.3      Valid Agreement............................................................................... 10
         4.4      Litigation.................................................................................... 10
         4.5      Trust Constitution and Power.................................................................. 10
         4.6      Governmental Authorization; Consents.......................................................... 10
         4.7      Non-Contravention............................................................................. 10
         4.8      Acquisition for Investment; Informed Decision................................................. 11

5.0      CONDUCT PRIOR TO THE EFFECTIVE TIME.................................................................... 11
         5.1      Conduct of Business of Merilus................................................................ 11
         5.2      Conduct of Business of Golden Soil and GS Sub................................................. 11

6.0      ADDITIONAL AGREEMENTS.................................................................................. 11
         6.1      Sale of Shares and Registration Right......................................................... 12
         6.2      Stockholder Approval.......................................................................... 12
         6.3      Access to Information......................................................................... 12
         6.4      Confidentiality............................................................................... 12
         6.5      Expenses...................................................................................... 13
         6.6      Public Disclosure............................................................................. 13
         6.7      Consents...................................................................................... 13
         6.8      Reasonable Effort............................................................................. 13
         6.9      Notification of Certain Matters............................................................... 13
         6.10     Private Placement............................................................................. 13
                  (a)      Warrant Offering..................................................................... 13
                  (b)      Share Offering....................................................................... 13
         6.11     Bridge Loans.................................................................................. 14
         6.12     Support Agreement............................................................................. 14
         6.13     Voting and Exchange Trust Agreement........................................................... 14
         6.14     Escrow Agreement.............................................................................. 14
         6.16     Officers and Directors........................................................................ 14
         6.17     Additional Documents and Further Assurances................................................... 14

7.0      CONDITIONS TO THE REORGANIZATION....................................................................... 15
         7.1      Conditions to Obligations of Each Party to Effect the Reorganization.......................... 15
                  (a)      No Injunctions or Restraints; Illegality............................................. 15
                  (b)      Consents, Permits, Waivers and Approval.............................................. 15
                  (c)      Litigation........................................................................... 15
                  (d)      Private Placement and Bridge Loans................................................... 15
         7.2      Additional Conditions to Obligations of Merilus............................................... 15
                  (a)      Representations, Warranties and Covenants............................................ 15
                  (b)      Claims............................................................................... 15


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                  (c)      Certificate of President............................................................. 15
         7.3      Additional Conditions to the Obligations of Golden Soil....................................... 15
                  (a)      Representations, Warranties and Covenants............................................ 15
                  (b)      Claims............................................................................... 16
                  (c)      Third Party Consents................................................................. 16
                  (d)      Certificate of Merilus............................................................... 16

8.0      SURVIVAL OF REPRESENTATIONS AND WARRANTIES............................................................. 16
         8.1      Survival of Representations and Warranties.................................................... 16

9.0      TERMINATION, AMENDMENT AND WAIVER...................................................................... 16
         9.1      Termination................................................................................... 16
         9.2      Effect of Termination......................................................................... 16
                  (a)      General.............................................................................. 16
                  (b)      Loans Advanced....................................................................... 16
                  (c)      Debt Assumption...................................................................... 17
         9.3      Amendment..................................................................................... 17
         9.4      Extension; Waiver............................................................................. 17

10.0     GENERAL PROVISIONS..................................................................................... 17
         10.1     Notices....................................................................................... 17
         10.2     Interpretation................................................................................ 18
         10.3     Counterparts.................................................................................. 18
         10.4     Entire Agreement; Assignment.................................................................. 18
         10.5     Severability.................................................................................. 18
         10.6     Other Remedies................................................................................ 18
         10.7     Governing Law................................................................................. 18
         10.8     Rules of Construction......................................................................... 18
         10.9     Time of the Essence........................................................................... 18

SCHEDULES:

     Schedule A - List of Stockholders of Merilus Technologies Inc.

EXHIBITS:

     Exhibit A -  Articles of Amendment to Articles of Incorporation of Merilus Technologies Inc. Which Includes
                  the Exchangeable Share Provisions
     Exhibit B -  Certificate of Amendment to Articles of Incorporation of Golden Soil, Inc.
     Exhibit C -  Registration Rights Agreement
     Exhibit D -  Support Agreement
     Exhibit E -  Voting and Exchange Trust Agreement
     Exhibit F -  Escrow Agreement
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                      AGREEMENT AND PLAN OF REORGANIZATION

         This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and
entered  into as of October 19, 2000 by and among  Golden  Soil,  Inc., a Nevada
corporation ("Golden Soil"), 613636 British Columbia,  Inc., an British Columbia
corporation  ("GS  Sub"),   Merilus   Technologies   Inc.,  a  British  Columbia
corporation ("Merilus") and the stockholders of Merilus named in Schedule "A" of
this Agreement (each a "Stockholder" and collectively, the "Stockholders").

          WHEREAS:

     A. The Stockholders are the beneficial and registered  owners of all of the
issued and outstanding shares of Merilus;

     B. On the terms and subject to the  conditions  of this  Agreement,  Golden
Soil, GS Sub, Merilus and the  Stockholders  have agreed to effect the following
reorganization (the "Reorganization"):

         (a) The  amendment  of the share  capital  of Merilus  by  Articles  of
Amendment in the form attached as Exhibit A to this Agreement to create:
                  (i)  1,000,000  common  shares  without  par value  having the
rights,  privileges,  restrictions and conditions  attributable by law to common
shares under the Company Act (British Columbia); and
                  (ii) 5,000,000 exchangeable shares (the "Exchangeable Shares")
having the rights, privileges,  restrictions and conditions set out in Exhibit A
to this Agreement (collectively, the "Exchangeable Share Provisions").
         (b) The  recapitalization of the share capital of Merilus by exchanging
each issued and outstanding share of Common Stock of Merilus into that number of
Exchangeable  Shares equal to an aggregate  total of  3,787,500  (the  "Exchange
Ratio").
         (c) The  amendment  of the share  capital of Golden Soil by Articles of
Amendment in the form attached as Exhibit B to this Agreement to create:
                  (i)  100,000,000  common  shares  with a par  value of  $0.001
having the rights,  privileges,  restrictions and conditions attributable by law
to common shares under the Nevada Revised Statutes Chapter 78; and
                  (ii) 1  preferred  share with a par value of $1.00  having the
rights,  privileges,  restrictions  and  conditions set out in Exhibit B to this
Agreement.
         (d) Immediately after step (c) above, the issuance by Merilus of 10,000
shares of Common Stock of Merilus to GS Sub in consideration of $1,000 and other
good and valuable consideration.
         (e) The  issuance  to the  Trustee,  on  behalf of the  holders  of the
Exchangeable Shares, one Preferred Share of Golden Soil having the right to cast
that number of votes at meetings of holders of shares of Common  Stock of Golden
Soil equal to the number of Exchangeable  Shares  outstanding  from time to time
(excluding any Exchangeable Shares held by Golden Soil or any direct or indirect
subsidiary of Golden Soil).

         C. The  Exchangeable  Shares may be exchanged by the holders for shares
of  common  stock  of  Golden  Soil  on a  one-for-one  basis,  subject  to  the
Exchangeable  Share Provisions,  the Voting and Exchange Trust Agreement and the
Support Agreement.

         The parties agree as follows:

a)       THE REORGANIZATION.

     1.1 The Reorganization.  On and subject to the terms and conditions of this
Agreement on the Closing Date defined in Section 1.2, the  Reorganization  shall
be completed as follows:

                  (a)     Merilus will seek shareholder approval of the proposed
 transactions contemplated by this Agreement.


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                  (b) On the Business Day preceding  the Closing  Date,  Merilus
will file  Articles of  Amendment  in the form of Exhibit A to create the common
shares and the  Exchangeable  Shares  and to change  the issued and  outstanding
Common Shares into Exchangeable Shares..

                  (b) On the Business  Day  preceding  the Closing,  Golden Soil
will file  Articles of Amendment  in the form of Exhibit B to this  Agreement to
create the  common  shares  and the  preferred  shares and to change the name of
Golden Soil.

                  (c) On the Closing  Date,  Merilus will deliver to each of the
Stockholders of Merilus,  certificates for the  Exchangeable  Shares issuable to
such  Stockholder  against  delivery  of  certificates  for all of the shares of
Merilus held by such Stockholder,  accompanied by a letter of transmittal signed
by such Stockholder.

                  (d) On the Closing  Date,  Merilus will issue 10,000 shares of
Common Stock of Merilus to GS Sub against receipt from GS Sub of $1,000.

                  (e) On the  Closing  Date,  Golden  Soil will issue 1 share of
Preferred  Stock of Golden Soil to the Trustee,  on behalf of the holders of the
Exchangeable Shares.

                  (d) On the  Closing  Date:  (i) Golden  Soil,  Merilus and the
Trustee will enter into the Voting  Exchange Trust  Agreement;  (ii) Golden Soil
and Merilus will enter into the Support Agreement;  (iii) Golden Soil,  Merilus,
the Stockholders and the Trustee will enter into the Escrow Agreement;  and (iv)
Golden  Soil  and  the  Stockholders  will  enter  into  a  Registration  Rights
Agreement.

         1.2  Effective  Time.  Unless  this  Agreement  is  earlier  terminated
pursuant to Section 9.1, the closing of the Reorganization  (the "Closing") will
take place as promptly as  practicable,  but no later than two (2) business days
following  satisfaction  or waiver of the conditions set forth in Section 6, via
facsimile  or at the offices of Venture  Law  Corporation,  Suite 618,  688 West
Hastings Street,  Vancouver,  British Columbia,  Canada, V6B 1P1, unless another
place or time is agreed to in writing by Golden  Soil and  Merilus.  The date on
which the  Closing  actually  occurs  is in this  Agreement  referred  to as the
"Closing Date." The later time of acceptance by the Corporate Registry Office of
the Province of British Columbia and Secretary of State of Nevada of Articles of
Amendment  evidenced by the issuance of a stamped certificate of these documents
being referred to in this Agreement as the "Effective Time".

         1.4      Memorandum or Articles of Incorporation, and Bylaws.

                  (a) Merilus.  The Memorandum of Incorporation  and Articles of
Merilus  will be the  Memorandum  of  Incorporation  and  Articles as set out in
Exhibit "A" to this Agreement.  The Memorandum of Incorporation  will create two
classes  of shares - common  shares  and  Exchangeable  Shares.  The  rights and
privileges  of the  Exchangeable  Shares  are as set  out in  Exhibit  A to this
Agreement.

                  (b)      Golden Soil. Golden Soil agrees to amend its Articles
of Incorporation in the form attached as Exhibit "B" to change the name of
Golden Soil to "Merilus, Inc." and to create a new class of special voting
stock.

         1.5 Directors and Officers.  Directors of Golden Soil immediately after
the Effective Time will consist of nine members. Four nominee directors selected
by the  selling  stockholders  of Merilus  and five  nominees  selected by Myron
Gushlak,  each director to hold the office in accordance  with the provisions of
applicable laws and the Bylaws of Golden Soil,  until their  successors are duly
qualified and elected.  The directors and officers of Merilus  immediately after
the  Effective  Time will be  appointed  by the  incoming  Board of Directors of
Golden Soil, each to hold office in accordance with the provisions of the Bylaws
of Merilus, on conversion as provided for in the succeeding paragraph.

         1.6      Conversion of Merilus Common Stock.


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                  (a) At the Effective Time, all  outstanding  shares of Merilus
Common  Stock,  without par value  ("Merilus  Common  Stock"),  on the terms and
subject to the conditions set forth below, will be exchanged by the Stockholders
in accordance with the Exchange Ratio for Exchangeable Shares. Each Exchangeable
Share may be converted into a share of the Common Stock of Golden Soil par value
$0.001  per share  ("Golden  Soil  Common  Stock")  and will have the rights and
preferences  described in Exhibit A. On transfer the name of each such holder of
Merilus  Common  Stock will be removed  from the  register of holders of Merilus
Common  Stock and added to the  register  of holders of  Exchangeable  Shares of
Merilus, and Merilus will cancel such Merilus Common Stock so exchanged.
                  (b) The Exchange  Ratio will be adjusted to reflect  fully the
effect of any stock split, reverse split, stock dividend (including any dividend
or  distribution of securities  convertible  into Merilus Common Stock or Golden
Soil Common Stock),  reorganization,  recapitalization or other like charge with
respect to Merilus Common Stock or Golden Soil Common Stock  occurring after the
date of this Agreement.
                  (c) No fractional shares will be issued in the Reorganization.
In lieu of fractional  shares,  any  fractional  share will be rounded up to the
nearest whole share.

         1.7      Surrender of Certificates.

                  (a)  Exchange Agent. The Venture Law Corporation of Vancouver,
British Columbia, Canada will serve as exchange agent (the "Exchange Agent") in
the Reorganization.
                  (b)  Merilus  to  Provide  Common  Stock.  Promptly  after the
Effective  Time,  Merilus will make available to the Exchange Agent for exchange
in accordance with this Section,  the shares of Merilus Common Stock convertible
pursuant to Section 1.6(a) in exchange for Exchangeable Shares.
                  (c) Exchange  Procedures.  On or after the Closing  Date,  the
holders of Merilus  Common Stock will  surrender the  certificates  representing
their Merilus  Common Stock (the "Merilus  Stock  Certificate")  to the Exchange
Agent for  cancellation  together with a letter of  transmittal in such form and
having such provisions  that the Exchange Agent  reasonably  requests.  Promptly
following  the  Effective   Time,   Exchange  Agent  will  cause  to  be  issued
stockholders  certificates  for the number of Exchangeable  Shares to which such
stockholders are entitled pursuant to Section 1.6.
                  (d)   Transfers  of   Ownership.   If  any   certificate   for
Exchangeable  Shares  is to be  issued  in a name  other  than that in which the
certificate  surrendered in exchange therefor is registered or if any cash is to
be delivered to a person other than the person whose name is on the  certificate
surrendered,  it will be a condition to the issuance  and/or  delivery  that the
certificate  so  surrendered  will be properly  endorsed and otherwise in proper
form for transfer and that the person requesting such exchange will have paid to
Merilus or any agent  designated  by it any transfer or other taxes  required by
reason or the issuance of a certificate for shares of Exchangeable Shares or the
delivery of any cash in any name other than that of the registered holder of the
certificate  surrendered,  or  established to the  satisfaction  of the Exchange
Agent or any  agent  designated  by it that  such  tax has  been  paid or is not
payable.  Golden Soil and the Transfer Agent acknowledge and agree that Dana Epp
will designate  prior to the Effective Time such persons and respective  amounts
of Exchangeable Shares under this Agreement.
                  (e) No Liability.  Notwithstanding anything to the contrary in
this  Section  1.7,  none of the  Exchange  Agent,  Merilus or any party to this
Agreement will be liable to a holder of shares of Exchangeable Shares or Merilus
Common Stock for any amount properly paid to a public  official  pursuant to any
applicable abandoned property, escheat or similar law.

         1.8 No Further  Ownership Rights in Merilus Common Stock. All shares of
Exchangeable  Shares  issued on the  surrender for exchange of shares of Merilus
Common Stock in accordance with the terms of this  Agreement,  and any cash paid
in  respect  thereof,  will be  deemed  to be full  satisfaction  of all  rights
pertaining to such shares of Merilus Common Stock,  and there will be no further
registration  of  transfers  on the  records of Golden Soil of shares of Merilus
Common Stock which were outstanding immediately prior to the Effective Time. If,
after the  Effective  Time,  Merilus  Stock  Certificates  are  presented to the
Transfer  Agent or  Golden  Soil  for any  reason,  they  will be  canceled  and
exchanged as provided in this Section 1.

         1.9  Lost,  Stolen  or  Destroyed   Certificates.   In  the  event  any
certificates  evidencing  shares of  Merilus  Common  Stock will have been lost,
stolen or  destroyed,  the Exchange  Agent will issue in exchange for such lost,
stolen or destroyed certificates,  on the making of an affidavit of that fact by
the holder thereof, such amount, if any,

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as may be required pursuant to Section 1.6; provided, however, that the Exchange
Agent may,  in its  discretion  and as a  condition  precedent  to the  issuance
thereof,  require the owner of such lost,  stolen or destroyed  certificates  to
deliver an indemnity in such sum as it may  reasonably  direct against any claim
that may be made against  Golden Soil or the Exchange  Agent with respect to the
certificates alleged to have been lost, stolen or destroyed.

         1.10     Tax Consequences.

     (a) Golden Soil. It is intended by the parties to this  Agreement  that the
Reorganization  will constitute a  reorganization  within the meaning of Section
368 of the Internal Revenue Code of 1986, as amended.
         (b)  Shareholders  of  Merilus.  Shareholders  of Merilus  who  receive
Exchangeable Shares on the exchange of their shares of Merilus Common Stock will
be entitled to make an income tax election  pursuant to Section 85 of the Income
Tax Act (Canada)(and the analogous  provisions of the provincial income tax law)
with  respect  to the  transfer  of their  shares of Merilus  Common  Stock into
Exchangeable  Shares by providing two signed  copies of the  necessary  election
forms to Merilus  within ninety (90) days  following the  Effective  Time,  duly
completed  with  the  details  of the  number  of  shares  transferred  and  the
applicable  agreed  amounts  for the  purposes  of such  elections.  Thereafter,
subject to the election  forms  complying  with the provisions of the Income Tax
Act (Canada) (or applicable  provincial  income tax law), Golden Soil will cause
the forms to be signed by  Merilus  and  returned  to such  holders of shares of
Merilus Common Stock (within 60 days after the receipt  thereof) for filing with
Revenue  Canada,  Customs,  Excise and  Taxation (or the  applicable  provincial
taxing  authority).  With the exception of execution or causing execution of the
election by Merilus,  compliance with the requirements for a valid election will
be the sole  responsibility  of the holder making the election.  For purposes of
this  provision  an eligible  holder is a holder who is a Canadian  resident for
purposes of the Income Tax Act  (Canada)  other than a person who is exempt from
tax under the Income Tax Act (Canada) or which is a  partnership  that owns such
shares if one or more of its members  would be entitled to make such election if
such member held such shares directly.
     (c)  General.  Each  party has  consulted  with its own tax  advisors  with
respect to the tax consequences of the Reorganization.

         1.11 Taking of Necessary Action;  Further Action. If, at any time after
the Effective  Time,  any such further action is necessary or desirable to carry
out the purposes of this  Agreement  and to vest Merilus with full right,  title
and  possession  to  all  assets,  property,  rights,  privileges,   powers  and
franchises of Merilus and GS Sub, the officers and directors of Merilus,  GS Sub
and  Golden  Soil  are  fully   authorized  in  the  name  of  their  respective
corporations  or otherwise to take, and will take, all such lawful and necessary
action.

         2.0      REPRESENTATIONS AND WARRANTIES OF GOLDEN SOIL AND GS SUB.

         Golden Soil and GS Sub  represent  and  warrant to Merilus,  subject to
such  exceptions  as are  specifically  disclosed in the Golden Soil  Disclosure
Schedule (referencing the appropriate Section and paragraph numbers) supplied by
Golden Soil to Merilus (the "Golden Soil  Disclosure  Schedule") and dated as of
the date of this Agreement, as follows:

         2.1  Organization  of  Golden  Soil  and  GS  Sub.  Golden  Soil  is  a
corporation duly organized, validly existing and in good standing under the laws
of the Nevada.  GS Sub is a corporation duly organized,  validly existing and in
good standing  under the laws of the Province of British  Columbia.  Golden Soil
and GS Sub each has the corporate  power to own its  properties  and to carry on
its business.  Golden Soil and GS Sub has each delivered a true and correct copy
of its Articles of Incorporation and Bylaws and the Certificate of Incorporation
and Bylaws, each as amended to date, to Merilus.  Xenios Xenopoulous is the sole
director  and  officer  of Golden  Soil.  Golden  Soil has never  conducted  any
operations.

         2.2 Authority.  Golden Soil and GS Sub each has all requisite corporate
power and authority to enter into this Agreement and the Related  Agreements (as
defined  below)  and to  consummate  the  transactions  contemplated  hereby and
thereby. The execution and delivery of this Agreement and the Related Agreements
and the  consummation of the transactions  contemplated  hereby and thereby have
been duly  authorized  by all necessary  corporate  action on the part of Golden
Soil  and  GS Sub  except  that  the  Reorganization  must  be  approved  by the
stockholders of Golden Soil. This Agreement has been duly executed and delivered
by Golden Soil and GS Sub and

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constitutes,  and the Related  Agreements,  when duly  executed and delivered by
Golden Soil and GS Sub, will  constitute  the valid and binding  obligations  of
each  party,  enforceable  in  accordance  with  their  terms,  except  as  such
enforceability  may be limited by principles of public policy and subject to the
laws of general application relating to bankruptcy, insolvency and the relief of
debtors and rules of law governing  specific  performance,  injunctive relief or
other equitable remedies.  The "Related Agreements" will mean all such ancillary
agreements required in this Agreement to be executed and delivered in connection
with the transactions contemplated hereby.

         2.3      Capital Structure of Golden Soil.

                  (a) The  authorized  capital  stock of Golden Soil consists of
100,000,000  shares of authorized  Common Stock,  par value $0.001 per share, of
which 6,750,000  shares are issued and  outstanding and an additional  3,787,500
shares will be issued and  outstanding  at the Closing which  excludes the up to
4,025,000 shares to be issued and disclosed under Section 2.3(b) and 2.14 below.
The  authorized  capital  stock  of GS Sub  consists  of  10,000,000  shares  of
authorized  Common  Stock,  no par  value,  of which 100  shares  are issued and
outstanding  in favor of Golden  Soil.  All  outstanding  shares of Golden  Soil
Common Stock are duly authorized,  validly issued, fully paid and non-assessable
and not  subject to  preemptive  rights  created by  statute,  the  Articles  of
Incorporation  or Bylaws of Golden Soil or any agreement to which Golden Soil is
a party or by which it is bound and have been issued in compliance  with federal
and state  securities laws.  Golden Soil has no other capital stock  authorized,
issued or outstanding.
                  (b) Golden Soil has arranged two private placements. The first
consists of 2,000,000  warrants.  Each warrant is exerciseable  for one share of
Common  Stock of  Golden  Soil at an  exercise  price of $1.00  per share for an
aggregate amount of US$ 2,000,000 (the "Golden Soil Warrants").  The Golden Soil
Warrants have been issued to Imperium Capital Inc. The second private  placement
consists of a share  offering  consisting of a minimum of 1,000,000 to a maximum
of 2,000,000  shares at a purchase price of not less than $5.00 per share.  This
second offering is to be completed  within 60 days from Closing.  No shares have
been sold in the second offering as of the date of this Agreement.  A minimum of
$2,000,000  must be  raised  between  the two  private  placements  prior to the
Closing and Golden Soil has agreed to make the entire  $2,000,000  available  to
Merilus on receipt by way of a loan or loans  prior to  Closing.  Except for the
Golden  Soil  Warrants  and the  25,000  shares to be  issued  as a payment  for
consulting  services received from Canaccord Capital Corp. as set out in Section
2.16 below,  there are no  options,  warrants,  calls,  rights,  commitments  or
agreements of any character, written or oral, to which Golden Soil or any of its
shareholders  is a party or by which Golden Soil or any of its  shareholders  is
bound obligating Golden Soil or any of its shareholders to issue, deliver, sell,
repurchase or redeem,  or cause to be issued,  delivered,  sold,  repurchased or
redeemed,  any shares of the capital stock of Golden Soil or  obligating  Golden
Soil to grant, extend, accelerate the vesting of, change the price of, otherwise
amend or enter  into  any  such  option  warrant,  call,  right,  commitment  or
agreement.  There are no outstanding or authorized stock  appreciation,  phantom
stock,  profit  participation,  or other  similar  rights with respect to Golden
Soil. There are no voting trusts, proxies, or other agreements or understandings
with respect to the voting stock of Golden Soil.
                  (c) The Golden Soil Common  Stock has been duly  approved  for
quotation  on the NASD OTC  Bulletin  Board.  Golden  Soil has filed all  forms,
reports,  exhibits and other documents  required to be filed with the Securities
and  Exchange  Commission  under the  Securities  Act of 1933,  as amended  (the
"Securities  Act"),  the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange  Act")  and  the  rules  and  regulations   promulgated   respectively
thereunder.

         2.4 Subsidiaries. Except for GS Sub, Golden Soil does not have, and has
never had, any subsidiaries or affiliated  companies and does not otherwise own,
and has not otherwise owned, any shares in the capital of or any interest in, or
control,   directly  or   indirectly,   any  other   corporation,   partnership,
association, joint venture or other business entity. Golden Soil owns all of the
issued and outstanding capital stock of GS Sub.

         2.5  Conflict.  The  execution  and delivery of this  Agreement and any
Related Agreements to which it is a party by Golden Soil and GS Sub do not, and,
the consummation of the transactions  contemplated  hereby and thereby will not,
conflict  with, or result in any violation of, or default under (with or without
notice  or lapse of time,  or  both),  or give  rise to a right of  termination,
cancellation,  modification  or  acceleration  of any  obligation or loss of any
benefit under (any such event,  a "Conflict")  (i) any provision of the Articles
of  Incorporation  and  Bylaws  of  Golden  Soil or GS Sub,  (ii) any  mortgage,
indenture, lease, contract or other agreement or instrument, permit,

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concession,  franchise or license to which  Golden Soil,  GS Sub or any of their
properties or assets are subject, or (iii) any judgment, order, decree, statute,
law,  ordinance,  rule or regulation  applicable to Golden Soil, GS Sub or their
respective properties or assets.

         2.6 Consents. No consent,  waiver, approval, order or authorization of,
or registration, declaration or filing with, any court, administrative agency or
commission or other federal,  state, county, local or other foreign governmental
authority, instrumentality,  agency or commission ("Governmental Entity") or any
third party,  including a party to any agreement  with Golden Soil or GS Sub (so
as not to trigger any  Conflict),  is required by or with respect to Golden Soil
or GS Sub in connection  with the  execution and delivery of this  Agreement and
any  Related  Agreements  to  which  Golden  Soil  or GS Sub is a  party  or the
consummation of the transactions contemplated hereby and thereby, except for (i)
such  consents,  waivers,  approvals,  orders,  authorizations,   registrations,
declarations  and filings as may be required under  applicable  securities  laws
thereby,  and (ii) the filing of the  Articles of  Amendment of Merilus with the
Corporate  Registry Office of the Province of British Columbia and the filing of
the  Articles of  Amendment  of Golden Soil with the  Secretary  of State of the
State of Nevada.

         2.7 Golden Soil Financial Statements.  Golden Soil has provided Merilus
with a copy of its audited balance sheets as of December 31, 1999,  December 31,
1998 and the related audited statements of operations,  stockholders' equity and
cash flow for the periods then ended (the "Golden Soil Financials").  The Golden
Soil  Financials are correct in all material  respects and have been prepared in
accordance with US generally accepted  accounting  principles applied on a basis
consistent  throughout the periods indicated and consistent with each other. The
Golden Soil Financials present fairly the financial condition, operating results
and cash flows of Golden Soil as of the dates and during the  periods  indicated
therein.  The unaudited financial  statements for the period ended September 30,
2000 will be substantially  the same in all respects as the unaudited  financial
statements for the period ended June 30, 2000 provided except for any changes as
a result of entering into this Agreement,  the transactions  contemplated hereby
and the transactions referenced in Section 6.0 of this Agreement.

         2.8  Securities  and Exchange  Filings.  Golden Soil has filed with the
Securities  and  Exchange  Commission  true and  complete  copies of all  forms,
reports,  schedules,  statements and other documents  required to be filed by it
since  December 13, 1999, and such documents at the time filed (or if amended or
superseded by a filing prior to the date of this Agreement,  then on the date of
such amending or superseding filing), did not contain any  misrepresentation (as
defined in the Exchange  Act),  and complied in all material  respects  with the
requirements of the applicable  securities  laws.  Golden Soil has not filed any
confidential  material change report with the Securities Commission or any other
securities authority or regulator or any stock exchange or other self-regulatory
authority which at the date of this Agreement remains confidential.

     2.9 Not a  Reporting  Issuer  in  British  Columbia.  Golden  Soil is not a
"reporting  issuer" or its  equivalent for the purposes of the Securities Act of
British  Columbia,  as  amended,  or any other  Canadian  provincial  securities
legislation.

         2.10 No Undisclosed Liabilities. Golden Soil and GS Sub do not have any
liability,  indebtedness,  obligation,  expense, claim, deficiency,  guaranty or
endorsement  of  any  type,  whether  accrued,  absolute,  contingent,  matured,
unmatured  or other  (whether  or not  required  to be  reflected  in  financial
statements in accordance with US generally accepted accounting principles).

     2.11 No Changes.  Since  inception of Golden Soil and GS Sub, there has not
been, occurred or arisen any:

                  (a) transaction, commitment or obligation by Golden Soil or GS
Sub of any  kind  other  than the  stock  and  warrant  issuances  described  in
paragraph (b) of this Agreement;
                  (b) issuance or sale,  or contract to issue or sell, by Golden
Soil of any shares of Golden Soil Common Stock,  by GS Sub of any of its capital
stock or securities  exchangeable,  convertible or exercisable  therefor, or any
securities, warrants, options or rights to purchase any of the foregoing, except
for the issuance of Units and underlying  shares of Golden Soil Common Stock and
the  issuance of the Golden Soil  Warrants  previously  disclosed  in  paragraph
2.3(b);

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<PAGE>



                  (c)  negotiation  or agreement by Golden Soil or GS Sub or any
officer or employees of both to do any of the things  described in the preceding
clauses (a) or (b) (other than negotiations with Merilus and its representatives
regarding  the  transactions  contemplated  by this  Agreement and the disclosed
private placement offering).

         2.12  Restrictions  on  Business  Activities.  There  is  no  agreement
(noncompete or otherwise),  commitment, judgment, injunction, order or decree to
which Golden Soil or GS Sub is a party or otherwise binding on Golden Soil which
has or may have the effect of prohibiting or impairing any business  practice of
Golden  Soil,  GS Sub or  Merilus,  any  acquisition  of property  (tangible  or
intangible)  by Golden  Soil,  GS Sub or Merilus or the  conduct of  business by
Golden Soil, GS Sub or Merilus.

     2.13 Agreements,  Contracts and Commitments. Golden Soil and GS Sub are not
a party to nor are they bound by any contracts, obligations or agreements of any
kind except for this Agreement. (collectively a "Contract").

         2.14 Litigation.  There is no action,  suit or proceeding of any nature
pending, or, to Golden Soil's knowledge,  threatened,  against Golden Soil or GS
Sub, their properties or any of its officers or directors, nor, to the knowledge
of  Golden  Soil,  is  there  any  reasonable   basis  therefor.   There  is  no
investigation pending or, to Golden Soil's knowledge threatened,  against Golden
Soil or GS Sub,  their  properties or any of its officers or directors  (nor, to
the best knowledge of Golden Soil, is there any reasonable basis therefor) by or
before  any  Governmental  Entity.  No  Governmental  Entity  has  at  any  time
challenged or questioned the legal right of Golden Soil or GS Sub to conduct its
operations as presently or previously conducted.

         2.15 Minute Books.  The minutes of Golden Soil delivered to counsel for
Merilus are the only  minutes of Golden Soil and contain a  reasonably  accurate
summary of all meetings of the Board of Directors (or committees of the Board of
Directors)  of Golden Soil and its  shareholders  or actions by written  consent
since the time of incorporation of Golden Soil.

         2.16 Broker's and Finder's Fees:  Third Party  Expenses.  Except for an
agreement to pay Canaccord Capital Corp. 25,000 shares of Common Stock of Golden
Soil for their assistance with this transaction, Golden Soil and GS Sub have not
incurred,  nor will they  incur,  directly  or  indirectly,  any  liability  for
brokerage  or finders'  fees or agents'  commissions  or any similar  charges in
connection with the Agreement or any transaction contemplated hereby.

         2.17 Compliance  with Laws.  Golden Soil and GS Sub have complied with,
are not in violation  of, and have not  received  any notices of violation  with
respect to, any foreign, federal, state or local statute, law or regulation.

     2.18  Complete  Copies of  Materials.  Golden  Soil has  delivered  or made
available true and complete  copies of each document (or summaries of same) that
has been requested by Merilus or its counsel.

         2.19 Exchangeable Shares and Golden Soil Common Stock. The Exchangeable
Shares to be issued in connection  with the  Agreement  will be duly and validly
issued by Merilus on the Effective Date as fully paid and non-assessable shares.
The Golden Soil Common Stock to be issued  pursuant to the  Agreement and on the
exchange from time to time of the  Exchangeable  Shares will be duly and validly
issued  by  Golden  Soil on their  respective  date of  issue as fully  paid and
non-assessable shares.

         2.20 Taxes.  All United States federal,  state,  county,  municipality,
local  or  foreign  income  tax  returns  and all  other  material  tax  returns
(including  foreign tax returns)  which are required to be filed by or on behalf
of Golden Soil and GS Sub have been or will be filed and all material  taxes due
and payable  pursuant to such returns or pursuant to any assessment  received by
Golden Soil and GS Sub have been or will be paid except those being  disputed in
good faith and for which adequate reserves have been  established.  The charges,
accruals and reserves on the books of Golden Soil and GS Sub in respect of taxes
and other  governmental  charges have been  established  in  accordance  with US
generally accepted accounting principles.

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<PAGE>



         2.21   Representations   Complete.   None  of  the  representations  or
warranties  made by  Golden  Soil  or GS Sub (as  modified  by the  Golden  Soil
Disclosure  Schedule),  nor any  statement  made in any Schedule or  certificate
furnished  by Golden  Soil  pursuant to this  Agreement  or  furnished  in or in
connection with documents mailed or delivered to the shareholders of Golden Soil
for use in  soliciting  their  consent  to  this  Agreement  and  Reorganization
contains  or will  contain at the  Effective  Time,  any untrue  statement  of a
material fact, or omits or will omit at the Effective Time to state any material
fact necessary in order to make the statements  contained in this Agreement,  in
the light of the circumstances under which made, not misleading.

         3.0      REPRESENTATIONS AND WARRANTIES OF MERILUS.

         Merilus and its  subsidiaries  represents  and warrants to Golden Soil,
subject  to  such  exceptions  as are  specifically  disclosed  in  the  Merilus
Disclosure Schedule  (referencing the appropriate Section and paragraph numbers)
supplied by Merilus to Golden Soil (the "Merilus Disclosure Schedule") and dated
as of the date of this  Agreement,  as follows (for purposes of this Section 3.0
references to Merilus will include its subsidiaries  when appropriate  under the
circumstances):

         3.1  Organization of Merilus.  Merilus is a corporation duly organized,
validly  existing and in good standing under the laws of the Province of British
Columbia.  Merilus has the corporate power to own its properties and to carry on
its business as now being  conducted and is duly qualified to do business and is
in good  standing in each  jurisdiction  in which the failure to be so qualified
would have a material adverse effect on the ability of Merilus to consummate the
transactions  contemplated hereby. Merilus has delivered a true and correct copy
of its Articles of Incorporation and Bylaws and the Certificate of Incorporation
and Bylaws, each as amended to date, to Golden Soil.

         3.2 Authority.  Merilus has all requisite corporate power and authority
to enter into this  Agreement and the Related  Agreements  and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and the Related  Agreements and the  consummation of the  transactions
contemplated  hereby and  thereby  have been duly  authorized  by all  necessary
corporate action on the part of Merilus except that the  Reorganization  must be
approved by the  stockholders of Merilus.  This Agreement has been duly executed
and delivered by Merilus and constitutes,  and the Related Agreements, when duly
executed  and  delivered  by  Merilus,  will  constitute  the valid and  binding
obligations of Merilus,  enforceable in accordance  with their terms,  except as
such enforceability may be limited by principles of public policy and subject to
the laws of general  application  relating  to  bankruptcy,  insolvency  and the
relief of debtors and rules of law governing  specific  performance,  injunctive
relief or other equitable remedies.

         3.3      Capital Structure of Merilus.

                  (a) The authorized  stock of Merilus consists of 30,000 shares
of Common  Stock,  with no par  value,  of which  6,464  shares  are  issued and
outstanding. All outstanding shares of Merilus Common Stock are duly authorized,
validly  issued,  fully paid and  non-assessable  and not subject to  preemptive
rights created by statute, the Articles of Incorporation or Bylaws of Merilus or
any  agreement to which Merilus is a party or by which it is bound and have been
issued in  compliance  with federal and state  securities  laws.  Merilus has no
other capital stock authorized, issued or outstanding.
                  (b) There are no options, warrants, calls, rights, commitments
or agreements of any character,  written or oral, to which Merilus or any of its
stockholders is a party or by which Merilus or any of its  stockholders is bound
obligating  Merilus  or  any  of  its  stockholders  to  issue,  deliver,  sell,
repurchase or redeem,  or cause to be issued,  delivered,  sold,  repurchased or
redeemed,  any shares of the capital stock of Merilus.  There are no outstanding
or authorized stock appreciation,  phantom stock, profit participation, or other
similar rights with respect to Merilus. There are no voting trusts,  proxies, or
other agreements or understandings with respect to the voting stock of Merilus.

         3.4  Subsidiaries.  Merilus  does not  have,  and has  never  had,  any
subsidiaries  or affiliated  companies  and does not otherwise  own, and has not
otherwise  owned,  any shares in the capital of or any  interest in, or control,
directly or indirectly, any other corporation,  partnership,  association, joint
venture or other business entity.


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<PAGE>



         3.5  Conflict.  The  execution  and delivery of this  Agreement and any
Related  Agreements  to  which  it is a  party  by  Merilus  do  not,  and,  the
consummation  of the  transactions  contemplated  hereby and  thereby  will not,
conflict  with, or result in any violation of, or default under (with or without
notice  or lapse of time,  or  both),  or give  rise to a right of  termination,
cancellation,  modification  or  acceleration  of any  obligation or loss of any
benefit under (any such event,  a "Conflict")  (i) any provision of the Articles
of Incorporation  and Bylaws of Merilus,  (ii) any mortgage,  indenture,  lease,
contract or other  agreement or  instrument,  permit,  concession,  franchise or
license to which  Merilus or any of its  properties  or assets are  subject,  or
(iii) any judgment,  order, decree, statute, law, ordinance,  rule or regulation
applicable to Merilus or its properties or assets.

         3.6 Consents. No consent,  waiver, approval, order or authorization of,
or registration, declaration or filing with, any court, administrative agency or
commission or other federal,  state, county, local or other foreign governmental
authority, instrumentality,  agency or commission ("Governmental Entity") or any
third  party,  including  a party to any  agreement  with  Merilus (so as not to
trigger any  Conflict),  is required by or with respect to Merilus in connection
with the execution and delivery of this Agreement and any Related  Agreements to
which Merilus is a party or the  consummation of the  transactions  contemplated
hereby and thereby, except for (i) such consents,  waivers,  approvals,  orders,
authorizations, registrations, declarations and filings as may be required under
applicable  securities  laws  thereby,  and (ii) the filing of the  Articles  of
Amendment  of Merilus  with the  Corporate  Registry  Office of the  Province of
British Columbia and the filing of the Articles of Amendment of Golden Soil with
the Secretary of State of the State of Nevada.

         3.7 Merilus  Financial  Statements.  Merilus has furnished  Golden Soil
with a true and complete  copy of its audited  balance sheet as of September 30,
1999 and September 30, 1998 and the related  audited  statements of  operations,
stockholders'  equity and cash flow for the  periods  then  ended (the  "Merilus
Financials").  The Merilus  Financials are correct in all material  respects and
have been  prepared in  accordance  with Canadian  generally  accepted  auditing
standards  applied on a basis  consistent  throughout the periods  indicated and
consistent with each other. The Merilus  Financials present fairly the financial
condition  of Merilus as of the date  indicated.  Merilus will deliver to Golden
Soil its audited  balance  sheet as of ended  September 30, 2000 and the related
audited financial  statements of operations,  stockholders' equity and cash flow
for the periods then ended on or before November 30, 2000.

         3.8 No  Undisclosed  Liabilities.  Except as  disclosed  in the Merilus
Financials,  Merilus  does  not have any  liability,  indebtedness,  obligation,
expense,  claim,  deficiency,  guaranty  or  endorsement  of any  type,  whether
accrued,  absolute,  contingent,  matured,  un-matured or other  (whether or not
required to be reflected in financial  statements  in  accordance  with Canadian
generally accepted accounting principles).

         3.9 Restrictions on Business  Activities.  Other than license and other
restrictions  included in  agreements  entered  into in the  ordinary  course of
business,  there  is  no  agreement  (non-compete  or  otherwise),   commitment,
judgment,  injunction,  order or decree to which Merilus is a party or otherwise
binding on Merilus which has or may have the effect of  prohibiting or impairing
any  business  practice of Merilus,  any  acquisition  of property  (tangible or
intangible) by Merilus or the conduct of business by Merilus.

         3.10 Agreements,  Contracts and  Commitments.  Merilus is in compliance
with and has not breached,  violated or defaulted under, or received notice that
it has breached,  violated or defaulted under, any of the terms or conditions of
any agreement,  contract, covenant,  instrument, lease, license or commitment to
which Merilus is a party or by which it is bound  (collectively  a  "Contract"),
nor is Merilus aware of any event that would constitute such a breach, violation
or  default  with the  lapse of time,  giving of  notice  or both.  Merilus  has
obtained,  or will obtain prior to the Closing  Date,  all  necessary  consents,
waivers and approvals as are required in connection with the Reorganization.

         3.11 Litigation.  There is no action,  suit or proceeding of any nature
pending, or, to Merilus's knowledge, threatened, against Merilus, its properties
or any of its officers or directors,  nor, to the knowledge of Merilus, is there
any  reasonable  basis  therefor.  There  is no  investigation  pending  or,  to
Merilus's knowledge  threatened,  against Merilus,  its properties or any of its
officers or directors (nor, to the best knowledge of Merilus, is

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<PAGE>



there any reasonable  basis therefor) by or before any Governmental  Entity.  No
Governmental  Entity has at any time challenged or questioned the legal right of
Merilus to conduct its operations as presently or previously conducted.

         3.12 Minute Books. The minutes of Merilus made available to counsel for
Golden Soil are the only  minutes of Merilus and contain a  reasonably  accurate
summary of all meetings of the Board of Directors (or committees of the Board of
Directors) of Merilus and its  shareholders  or actions by written consent since
the time of incorporation of Merilus.

     3.13  Broker's and Finder's  Fees:  Third Party  Expenses.  Merilus has not
incurred, nor will it incur, directly or indirectly, any liability for brokerage
or finders'  fees or agents'  commissions  or any similar  charges in connection
with the Agreement or any transaction contemplated hereby.

         3.14  Compliance  with Laws.  Merilus has complied with in all material
respects,  is not in violation of, and has not received any notices of violation
with  respect  to,  any  foreign,  federal,  state  or  local  statute,  law  or
regulation.

     3.15 Complete Copies of Materials.  Merilus has delivered or made available
true and complete  copies of each  document (or summaries of same) that has been
requested by Golden Soil or its counsel.

         3.16 Taxes. All Canadian federal, state, county, municipality, local or
foreign income tax returns and all other material tax returns (including foreign
tax returns) which are required to be filed by or on behalf of Merilus have been
filed and all  material  taxes  due and  payable  pursuant  to such  returns  or
pursuant to any assessment received by Merilus have been paid except those being
disputed in good faith and for which  adequate  reserves have been  established.
The  charges,  accruals and reserves on the books of Merilus in respect of taxes
and other governmental charges have been established in accordance with Canadian
generally accepted accounting principles.

         3.17   Representations   Complete.   None  of  the  representations  or
warranties made by Merilus (as modified by the Merilus Disclosure Schedule), nor
any statement made in any Schedule or certificate  furnished by Merilus pursuant
to this  Agreement  or finished in or in  connection  with  documents  mailed or
delivered to the  shareholders of Merilus for use in soliciting their consent to
this Agreement and the Reorganization  contains or will contain at the Effective
Time,  any untrue  statement  of a material  fact,  or omits or will omit at the
Effective  Time to  state  any  material  fact  necessary  in  order to make the
statements contained in this Agreement,  in the light of the circumstances under
which made, not misleading.

         4.0      REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AS TO
                  THEMSELVES

         Each Stockholder  hereby  represents and warrants to Golden Soil, as to
such Stockholder and no other Stockholder, that:

         4.1     Capacity. Such Stockholder is either an individual, corporation
or a trust.

         4.2 Title.  Such Stockholder is the record and beneficial owner of, and
has full right,  title and interest in and to,  Merilus  Common Shares listed on
the signature s hereof  adjacent to such  Stockholder's  name, free and clear of
any Lien.  The  Merilus  Common  Shares are not  subject to any other  contract,
agreement,  arrangement,  commitment or  understanding  restricting or otherwise
relating to the voting,  dividend  rights or  disposition of such Merilus Common
Shares.  At the Closing,  such  Stockholder  will transfer and deliver to Golden
Soil valid title to, and all of such Stockholder's  right, title and interest in
and to, such  Merilus  Common  Shares free and clear of any Lien or any claim in
respect of such shares, including under any applicable community property law.

     4.3 Valid Agreement. This Agreement has been duly authorized,  executed and
delivered by such  Stockholder and constitutes a valid and binding  agreement of
such Stockholder.


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<PAGE>



         4.4 Litigation.  There is no action,  suit or proceeding pending or, to
the  knowledge  of  such  Stockholder,  threatened  against  or  affecting  such
Stockholder or such  Stockholder's  properties  before any court,  arbitrator or
governmental body, agency or official which in any manner challenges or seeks to
prevent, enjoin, alter or materially delay the transactions contemplated by this
Agreement.

         4.5      Trust Constitution and Power. If such Stockholder is a trust:

                  (a) such Stockholder will prior to Closing,  deliver to Golden
Soil a true and complete  copy of such  Stockholder's  trust  agreement or other
constitution document as currently in effect, and
                  (b)  the   execution,   delivery  and   performance   by  such
Stockholder of this Agreement,  and the  consummation by such Stockholder of the
transaction  contemplated  hereby are within such Stockholder's  powers and have
been duly authorized by all necessary action of such  Stockholder's  trustees or
other relevant parties.

         4.6      Governmental Authorization; Consents.

                  (a)  The   execution,   delivery  and   performance   by  such
Stockholder of this  Agreement  require no action by or in respect of, or filing
with, any governmental body, agency, official or authority.
                  (b) No consent, approval, waiver or other action by any Person
(other than any governmental body, agency,  official or authority referred to in
4.6(a) above) under any contract,  agreement,  indenture,  lease,  instrument or
other document to which such Stockholder is a party or by which such Stockholder
is bound  is  required  for the  execution,  delivery  and  performance  of this
Agreement by such  Stockholder  or the  consummation  by the  Stockholder of the
transactions contemplated hereby.

         4.7      Non-Contravention. The execution, delivery and performance by
such Stockholder of this Agreement do not and will not:

                  (a)     if such Stockholder is a trust, contravene or conflict
with the trust agreement or other constitution document, as applicable, of such
Stockholder,
                  (b)  assuming  compliance  with  the  matters  referred  to in
4.6(a),  contravene  or conflict with or constitute a violation of any provision
of any law,  regulation,  judgment,  injunction,  order or decree  binding on or
applicable to such Stockholder,
                  (c)  constitute  a default  under or give rise to any right of
termination,  cancellation  or  acceleration  of any right or obligation of such
Stockholder under any material  agreement,  contract or other instrument binding
on such Stockholder or under any material  license,  franchise,  permit or other
similar authorization held by such Stockholder, or
                  (d)      result in the creation or imposition of any Lien on
Merilus Common Shares held by such Stockholder.

         4.8 Acquisition for Investment;  Informed Decision. Such Stockholder is
acquiring the  Exchangeable  Shares which are convertible  into shares of Golden
Soil  Common  Shares for its own  account and not with a view to, or for sale in
connection  with, any  distribution  thereof.  Such  Stockholder  has sufficient
knowledge and  experience in financial and business  matters as to be capable of
evaluating the merits and risks of its acquisition of the Exchangeable Shares in
accordance  with this  Agreement,  and of its decision to enter into and perform
this Agreement.  Such Stockholder has been given an opportunity to ask questions
and receive  answers  from Merilus and Golden Soil  concerning  the business and
financial  condition  of  Merilus  and  Golden  Soil,  concerning  the terms and
conditions  of this  Agreement,  and  concerning  such other  matters  that such
Stockholder  deemed  relevant in connection with its decision to enter into this
Agreement. In particular,  such Stockholder acknowledges that such Stockholder's
rights under this  Agreement may not be assigned  without  Golden Soil's written
consent.

         5.0      CONDUCT PRIOR TO THE EFFECTIVE TIME.

         5.1 Conduct of Business of Merilus.  During the period from the date of
this  Agreement  and  continuing  until the earlier of the  termination  of this
Agreement or the Effective Time, Merilus agrees that it will not:


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                  (a) issue, grant,  deliver or sell or authorize or propose the
issuance,  grant,  delivery or sale of, or purchase or propose the  purchase of,
any  shares  of  its  capital   stock  or   securities   convertible   into,  or
subscriptions,  rights,  warrants or options to acquire,  or other agreements or
commitments  of any  character  obligating  it to issue any such shares or other
convertible  securities  except if in  connection  therewith,  it  negotiates  a
proportionate adjustment in the Exchange Ratio.

                  (b)      cause or permit any amendments to its Articles of
Incorporation or Bylaws; or

                  (c)      Take, or agree in writing or otherwise to take, any
of the actions described in Sections 5.1 above,  or any other action that would
prevent  Merilus from performing or cause Merilus not to perform its covenants
hereunder.

         5.2 Conduct of  Business  of Golden Soil and GS Sub.  During the period
from  the  date of this  Agreement  and  continuing  until  the  earlier  of the
termination of this Agreement or the Effective Time, Golden Soil and GS Sub each
agrees that it will not:

                  (a) issue, grant,  deliver or sell or authorize or propose the
issuance,  grant,  delivery or sale of, or purchase or propose the  purchase of,
any shares of its capital  stock  (other  than shares  issued on exercise of the
Golden Soil Warrants) or securities convertible into, or subscriptions,  rights,
warrants  or options to  acquire,  or other  agreements  or  commitments  of any
character obligating it to issue any such shares or other convertible securities
except if in connection therewith,  it negotiates a proportionate  adjustment in
the Exchange Ratio;
                  (b)      enter into any contract, arrangement or obligation of
 any kind;

                  (c)      cause or permit any amendments to their Articles of
Incorporation or Bylaws; or

                  (d)      Take, or agree in writing or otherwise to take, any
of the actions described in Sections 5.2 above,  or any  other  action  that
 would  prevent  Golden  Soil or GS Sub from performing  or  cause  Golden  Soil
 or GS Sub  not  to  perform  its  covenants hereunder.

         6.0      ADDITIONAL AGREEMENTS.

         6.1  Sale  of  Shares  and  Registration  Right.  The  parties  to this
Agreement  acknowledge  and agree that the  Exchange  Shares and the Golden Soil
Common  Stock to be issued  on the  exchange  of the  Exchangeable  Shares  will
constitute "restricted  securities" within the meaning of the Securities Act and
the Securities Act (British Columbia).  The certificates for all such securities
will bear  appropriate  legends to identify such securities as being  restricted
under  the  Securities  Act,  to comply  with  applicable  state and  provincial
securities  laws and, if applicable,  to notice the  restrictions on transfer of
such  shares.  Golden Soil and the holders of  Exchangeable  Shares will execute
immediately after the Effective Date a Registration Rights Agreement in the form
attached as Exhibit C to this Agreement which will provide certain  registration
rights with  respect to the  registration  of the Golden Soil Common Stock to be
issued on the  exchange of the  Exchangeable  Shares under the  Securities  Act.
Golden Soil will use its best effort to obtain all orders  which may be required
from the British Columbia Securities Commission to permit the issuance and first
resale of the  Exchangeable  Shares and the Golden Soil Common  Stock  issued on
exchange of the Exchangeable Shares from time to time, provided however, neither
Golden  Soil or Merilus  will be  required  to  register or qualify as a foreign
corporation or a reporting issuer where they are not now registered or qualified
except as to matters and  transactions  arising  solely from the issuance of the
Exchangeable Shares or the Golden Soil Common Stock to be issued on the exchange
of the Exchangeable Shares.

         6.2 Stockholder Approval.  Merilus and Golden Soil will promptly submit
this Agreement and the transactions  contemplated  hereby to their  stockholders
for approval  and  adoption as required by law.  Golden Soil will include in its
proxy materials submitted to its shareholders a proposal to:

                  (a)       amend its charter to change its name from Golden
Soil, Inc. to "Merilus, Inc." and to create a class of preferred voting shares;
 and
                  (b) to  approve  an  omnibus  stock  incentive  plan for up to
1,400,000  shares of Golden Soil Common  Stock for  issuance  under such plan to
officers,   directors,   employees  and  consultants  of  Golden  Soil  and  its
subsidiaries  and  affiliates.  Golden  Soil  agrees that up to 750,000 of these
options will be issued for a nominal  price to nominees of Dana Epp,  subject to
compliance with all applicable laws and legal restrictions.


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<PAGE>



         6.3 Access to  Information.  Each  party will  afford the other and its
accountants, counsel and other representatives,  reasonable access during normal
business  hours during the period prior to the Effective Time to (a) all of such
party's properties, books, contracts,  commitments and records and (b) all other
information  concerning  the  business,  properties  and  personnel  (subject to
restrictions  imposed  by  applicable  law)  of  such  party  as the  other  may
reasonably  request.  No information or knowledge  obtained in any investigation
pursuant to this Section  will affect or be deemed to modify any  representation
or warranty  contained in this Agreement or the conditions to the obligations of
the parties to consummate the Reorganization.

         6.4 Confidentiality.  Each party acknowledges that in the course of the
performance of this Agreement, it may obtain the Confidential Information of the
other party.  The Receiving  Party will,  at all times,  both during the term of
this  Agreement  and  thereafter,  keep  in  confidence  and  trust  all  of the
Disclosing Party's Confidential  Information received by it. The Receiving Party
will not use the Confidential  Information of the Disclosing Party other than as
expressly  permitted under the terms of this Agreement or by a separate  written
agreement.  The  Receiving  Party  will  take all  reasonable  steps to  prevent
unauthorized   disclosure  or  use  of  the  Disclosing   Party's   Confidential
Information  and to prevent it from falling  into the public  domain or into the
possession  of  unauthorized  persons.  The  Receiving  Party will not  disclose
Confidential  Information of the Disclosing  Party to any person or entity other
than its  officers or  employees  (or outside  legal,  financial  or  accounting
advisors) who need Merilus to such  Confidential  Information in order to effect
the  intent  of  this  Agreement  and  who  have  entered  into  confidentiality
agreements   with  such  person's   employer  or  who  are  subject  to  ethical
restrictions on disclosure  which protects the  Confidential  Information of the
Disclosing  Party.  The  Receiving  Party will  immediately  give  notice to the
Disclosing  Party of any  unauthorized  use or disclosure of Disclosing  Party's
Confidential  Information.  The Receiving  Party agrees to assist the Disclosing
Party  to  remedy  such  unauthorized  use or  disclosure  of  its  Confidential
Information.  These  obligations will not apply to the extent that  Confidential
Information includes information which:

                  (a)      is already known to the Receiving Party at the time
of disclosure, which knowledge the Receiving Party will have the burden of
proving;
                  (b)      is, or through no act or failure to act of the
Receiving Party becomes, publicly known;
                  (c)      is received by the Receiving Party from a third party
 without restriction on disclosure (although this exception will not apply if
such third party is itself  violating a confidentiality obligation by making
such disclosure);
                  (d) is independently  developed by the Receiving Party without
reference  to the  Confidential  Information  of  the  Disclosing  Party,  which
independent development the Receiving Party will have the burden of proving;
                  (e)      is approved for release by written authorization of
the Disclosing Party; or
                  (f)      is required to be disclosed by a Government Body to
further the objectives of this Agreement or by a proper order of a court of
competent  jurisdiction;  provided, however  that the  Receiving  Party will
use its best  efforts to minimize  such disclosure and will consult with and
assist the Disclosing  Party in obtaining a protective order prior to such
disclosure.

         6.5 Expenses.  Whether or not the  Reorganization  is consummated,  all
fees and expenses  incurred in  connection  with the  Reorganization  including,
without limitation,  all legal, accounting,  financial advisory,  consulting and
all other fees and expenses of third parties ("Third Party  Expenses")  incurred
by a party in connection with the negotiation and  effectuation of the terms and
conditions of this Agreement and the transactions  contemplated  hereby, will be
the obligation of the respective party incurring such fees and expenses.

         6.6 Public  Disclosure.  Unless otherwise required by law, prior to the
Effective Time, no disclosure  (whether or not in response to an inquiry) of the
subject  matter of this  Agreement  will be made by any party to this  Agreement
unless approved by Golden Soil and Merilus prior to release,  provided that such
approval will not be unreasonably withheld.

         6.7  Consents.  Each  party  will use its best  efforts  to obtain  the
consents,  waivers  and  approvals  as may be required  in  connection  with the
Reorganization  so as to  preserve  all rights of, and  benefits  to, such party
following the Reorganization.


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<PAGE>



         6.8 Reasonable Effort.  Subject to the terms and conditions provided in
this  Agreement,  each of the parties to this  Agreement  will use  commercially
reasonable efforts to take promptly,  or cause to be taken, all actions,  and to
do  promptly,  or cause to be done,  all things  necessary,  proper or advisable
under  applicable  laws and  regulations  to  complete  and make  effective  the
transactions  contemplated hereby, to obtain all necessary waivers, consents and
approvals  and to effect all necessary  registrations  and filings and to remove
any injunctions or other impediments or delays, legal or otherwise,  in order to
consummate and make effective the  transactions  contemplated  by this Agreement
for the  purpose of  securing  to the  parties to this  Agreement  the  benefits
contemplated by this Agreement.

         6.9 Notification of Certain Matters. Each party will give prompt notice
to the  other  of (i)  the  occurrence  or  non-occurrence  of  any  event,  the
occurrence or non-occurrence  of which is likely to cause any  representation or
warranty of such party contained in this Agreement to be untrue or inaccurate at
or prior to the Effective Time and (ii) any failure of such party to comply with
or satisfy any covenant, condition or agreement to be complied with or satisfied
by it hereunder;  provided, however, that the delivery of any notice pursuant to
this Section will not limit or  otherwise  affect any remedies  available to the
party receiving such notice.

         6.10     Private Placement. Golden Soil will:

                  (a) Warrant  Offering.  Carry out a private  placement warrant
offering with Imperium whereby Imperium will receive  2,000,000  warrants,  each
warrant  exercisable  for one share of common  stock of Golden Soil at $1.00 per
share.  Imperium hereby agrees to exercise a sufficient number of these warrants
on or before  November 15, 2000 to ensure  Golden Soil has raised  $2,000,000 in
cash proceeds, minus any amount loaned to Merilus, by that date from all private
placements.  Golden  Soil  agrees  the  entire  $2,000,000  will be  immediately
available to Merilus on receipt by way of a loan or loans.
                  (b) Share Offering.  Carry out a private placement offering of
a minimum of 1,000,000 to a maximum of 2,000,000  shares at a purchase  price of
not less  than  $5.00  per share to be  completed  within 60 days from  Closing.
Golden  Soil will not  conduct  any other  private  placements  other than those
offerings discussed section 5(a) and (b).

All such offering will be conducted in accordance with all applicable laws.

         6.11     Bridge Loans. Golden Soil has or will provide Merilus with the
 following bridge loans from all private placement funds received:

         (a)      a loan of $150,000 on August 31, 2000;
         (b)      a loan of $150,000 on October 6, 2000;
         (c)      a loan of $150,000 on October 19, 2000;
         (d)      a loan of $200,000 on October 31, 2000; and
         (e) a loan or loans  totaling  with all  previous  loans  not less than
$2,000,000 from all private  placement funds received by Golden Soil immediately
on receipt of such funds, but in any event not later than November 15, 2000.

All bridge  loans are  subject to Golden Soil  having  received a duly  executed
promissory notes from Merilus for such funds prior to release. The loan proceeds
will be available for pick-up by bank draft or solicitor's trust cheque at 618 -
688 West  Hastings  Street,  Vancouver,  British  Columbia on the date due.  The
maturity  date of  these  promissory  notes  will be 270  days  from the date of
termination  of this  Agreement  in the event the  Closing  will not occur.  The
parties  agree the loan may be repaid or assumed by Golden  Soil on closing  the
private placement contemplated in sub-section 6.10 above.

         6.12 Support Agreement.  Immediately after the Closing, Golden Soil and
Merilus will  execute and deliver a Support  Agreement  between  Golden Soil and
Merilus containing the terms and conditions set forth in Exhibit D (the "Support
Agreement"),  together with such other terms and  conditions as may be agreed to
by the parties to this Agreement acting reasonably

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         6.13     Voting and Exchange Trust Agreement. Golden Soil, Merilus and
Interwest Transfer Company, Inc. will execute and deliver a Voting and Exchange
Trust Agreement containing the terms and conditions set forth in Exhibit E (the
"Voting and Exchange Trust Agreement"), together with such other terms and
conditions as may be agreed to by the parties to this Agreement acting
reasonably

         6.14 Escrow  Agreement.  Golden Soil,  Merilus and  Interwest  Transfer
Company,  Inc. will execute and deliver an escrow agreement which will result in
all Golden Soil Common  Stock to be issued on the  exchange of the  Exchangeable
Shares to be  subject  to a one year hold from the  Effective  Date.  The escrow
agreement  will  contain  the terms and  conditions  set forth in Exhibit F (the
"Escrow  Agreement"),  together  with such other terms and  conditions as may be
agreed to by the parties to this Agreement acting reasonably.

         6.15 Employment  Agreements.  Immediately  after Closing,  Merilus will
enter into employment  agreements with Messrs.  Dana Epp, Chad Northcott,  Kevin
Traas,  Steven Hemenway and Ross Mrazek in form and substance  acceptable to the
Board of Directors of Golden Soil and each contracting party.

         6.16  Officers  and  Directors.  Golden  Soil will  cause each of their
officers and  directors to submit and such persons will have  submitted  written
resignations  effective  as of the  Closing  and the  nominees  selected  as per
Section 1.5 will have been  appointed  officers and directors of Golden Soil and
Merilus, as applicable, effective as of the Closing.

         6.17 Additional  Documents and Further  Assurances.  Each party to this
Agreement,  at the request of another party to this Agreement,  will execute and
deliver such other  instruments and do and perform such other acts and things as
may be necessary or desirable for effecting  completely the consummation of this
Agreement and the transactions contemplated hereby.

         7.0      CONDITIONS TO THE REORGANIZATION.

         7.1   Conditions   to   Obligations   of  Each   Party  to  Effect  the
Reorganization.  The  respective  obligations of each party to this Agreement to
effect the Reorganization will be subject to the satisfaction at or prior to the
Effective Time of the following conditions:

                  (a) No  Injunctions or  Restraints;  Illegality.  No temporary
restraining order,  preliminary or permanent injunction or other order issued by
any court of competent  jurisdiction  or other legal  restraint  or  prohibition
preventing the consummation of the  Reorganization  will be in effect,  nor will
any  proceeding  brought  by an  administrative  agency or  commission  or other
governmental authority or instrumentality,  domestic or foreign,  seeking any of
the foregoing be pending;  nor will there be any action  taken,  or any statute,
rule, regulation or order enacted, entered, enforced or deemed applicable to the
Reorganization, which makes the consummation of the Reorganization illegal.
                  (b) Consents,  Permits, Waivers and Approval. The parties will
have obtained any and all consents, permits, waivers, and approvals necessary or
appropriate  for  consummation  of  the  transaction   contemplated  under  this
Agreement (except for such as may be properly obtained subsequent to Closing).
                  (c) Litigation. There will be no bona fide action, suit, claim
or proceeding of any nature pending, or overtly threatened,  against Golden Soil
or Merilus,  their respective  properties or any of their officers or directors,
arising out of, or in any way connected  with, the  Reorganization  or the other
transactions contemplated by the terms of this Agreement.
                  (d) Private Placement and Bridge Loans.  Golden Soil will have
raised  not less  than  $2,000,000  from all  private  placements  conducted  in
accordance  with Section 6.10 of this Agreement and will have loaned  $2,000,000
in total to Merilus for working capital  purposes on or before November 15, 2000
in accordance with Section 6.11 of this Agreement.

         7.2 Additional Conditions to Obligations of Merilus. The obligations of
Merilus  to  consummate   and  effect  this   Agreement  and  the   transactions
contemplated  hereby  will be  subject  to the  satisfaction  at or prior to the
Effective Time of each of the following conditions,  any of which may be waived,
in writing, exclusively by Merilus:

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<PAGE>



                  (a)   Representations,    Warranties   and   Covenants.    The
representations and warranties of Golden Soil in this Agreement will be true and
correct in all material  respects on and as of the Effective Time as though such
representations  and warranties were made on and as of such time and Golden Soil
will have performed and complied in all material respects with all covenants and
obligations of this  Agreement  required to be performed and complied with by it
as of the Effective Time.
                  (b) Claims.  There will not have occurred any claims  (whether
or not asserted in litigation)  which may  materially  and adversely  affect the
consummation  of the  transactions  contemplated  hereby or may have a  material
adverse effect on Golden Soil.
                  (c) Certificate of President.  Merilus will have been provided
with a  certificate  executed on behalf of Golden Soil by its  President  to the
effect that, as of the Effective Time:
                           (i)      all representations and warranties made by
Golden Soil in this Agreement are true and correct in all material respects;
                           (ii)     all covenants and obligations of this
Agreement to be performed by Golden Soil on or before such date have been so
performed in all material respects.
                           (iii)    the conditions set forth in Section 7.1 and
7.2 have been satisfied.

         7.3  Additional  Conditions  to the  Obligations  of Golden  Soil.  The
obligations  of Golden  Soil to  consummate  and effect this  Agreement  and the
transactions contemplated hereby will be subject to the satisfaction at or prior
to the Effective Time of each of the following  conditions,  any of which may be
waived, in writing, exclusively by Golden Soil:

                  (a)   Representations,    Warranties   and   Covenants.    The
representations  and  warranties of Merilus in this  Agreement  will be true and
correct in all material  respects on and as of the Effective Time as though such
representations  and  warranties  were made on and as of the Effective  Time and
Merilus  will have  performed  and complied in all  material  respects  with all
covenants  and  obligations  of this  Agreement  required  to be  performed  and
complied with by it as of the Effective Time.
                  (b) Claims.  There will not have occurred any claims  (whether
or not asserted in litigation)  which may  materially  and adversely  affect the
consummation  of the  transactions  contemplated  hereby or may have a  material
adverse effect on Merilus.
                  (c)      Third Party Consents. Any and all consents, waivers,
and approvals required by Merilus will have been obtained.
                  (d)  Certificate  of  Merilus.  Golden  Soil  will  have  been
provided  with a  certificate  executed on behalf of Merilus by its President to
the effect that, as of the Effective Time:
                           (i)      all representations and warranties made by
Merilus in this Agreement are true and correct in all material respects; and
                           (ii)     all covenants and obligations of this
Agreement to be performed by Merilus on or before such date have been so
performed in all material respects; and
                           (iii)    the provisions set forth in Section 7.3 have
 been satisfied.

         8.0      SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         8.1 Survival of Representations  and Warranties.  All  representations,
warranties, agreements, covenants contained in this Agreement will survive for a
period of three years from the anniversary  date of the Effective  Date;  except
for the  representations and warranties relating or pertaining to any tax or tax
returns by the parties which will survive until the expiration of all applicable
statutes of limitations, or extensions, governing each tax or tax returns.

         9.0      TERMINATION, AMENDMENT AND WAIVER.

         9.1      Termination. Except as provided in Section 9.2, this Agreement
may be terminated and the Reorganization abandoned at any time prior to the
Effective Time:

                  (a)      by mutual consent of Merilus and Golden Soil;

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<PAGE>



                  (b) by Golden  Soil or Merilus if (a) the  Effective  Time has
not occurred by November 30, 2000; (b) there will be a final nonappealable order
of  a  federal  or  state  court  in  effect  preventing   consummation  of  the
Reorganization;  or (c) there will be any  statute,  rule,  regulation  or order
enacted, promulgated or issued or deemed applicable to the Reorganization by any
Governmental Entity that would make consummation of the Reorganization illegal;
                  (c) by either party if there will be any action taken,  or any
statute,  rule,  regulation or order  enacted,  promulgated  or issued or deemed
applicable  to  the  Reorganization  by any  Governmental  Entity,  which  would
prohibit  Merilus's  ownership  or  operation  of any portion of the business of
Golden Soil;
                  (d)  by  Merilus  if it is  not  in  material  breach  of  its
obligations  under this  Agreement  and there has been a material  breach of any
representation,  warranty,  covenant or agreement contained in this Agreement on
the part of Golden  Soil and such  breach  has not been  cured  within  ten (10)
calendar days after written notice to Golden Soil; provided,  however,  that, no
cure period will be required for a breach which by its nature cannot be cured;
                  (e) by  Golden  Soil if it is not in  material  breach  of its
obligations  under this  Agreement  and there has been a material  breach of any
representation,  warranty,  covenant or agreement contained in this Agreement on
the part of Merilus and such breach has not been cured within ten (10)  calendar
days after written  notice to Merilus;  provided,  however,  that no cure period
will be required for a breach which by its nature cannot be cured.  Where action
is taken to terminate  this  Agreement  pursuant to this Section 9.1, it will be
sufficient  for such  action  to be  authorized  by the Board of  Directors  (as
applicable) of the party taking such action.

         9.2      Effect of Termination. In the event of termination of this
Agreement as provided in Section 9.1:

                  (a) General.  This Agreement  will  forthwith  become void and
there will be no liability or  obligation on the part of Golden Soil or Merilus,
or their  respective  officers,  directors or  shareholders,  provided that each
party  will  remain  liable  for any  breaches  of this  Agreement  prior to its
termination;  provided further that the provisions of Sections 6.4, 6.5 and 6.6,
Section 9 and this  Section 9.2 will remain in full force and effect and survive
any termination of this Agreement;
                  (b)      Loans Advanced. All loans advanced by Golden Soil to
Merilus will become due and payable 270 days from the date of termination; and
                  (c)      Debt Assumption.  Imperium Capital Inc., as a break
up fee, will assume the Can $250,000 debt obligation that Merilus has to Clyde
Resources Ltd., and the Can $250,000 debt obligation that Merilus has to Bank
Sal Oppenheim Jr & Cie (Schweiz) AG.

         9.3  Amendment.  This  Agreement  may be amended by the parties to this
Agreement at any time by execution of an instrument in writing  signed on behalf
of each of the parties to this Agreement.

         9.4 Extension;  Waiver. At any time prior to the Effective Time, Golden
Soil and Merilus,  may, to the extent legally  allowed,  (i) extend the time for
the  performance of any of the obligations of the other party to this Agreement,
(ii) waive any inaccuracies in the  representations  and warranties made to such
party contained in this Agreement or in any document  delivered pursuant to this
Agreement,  and (iii) waive  compliance with any of the agreements or conditions
for the benefit of such party contained in this Agreement.  Any agreement on the
part of a party to this  Agreement to any such extension or waiver will be valid
only if set forth in an instrument in writing signed on behalf of such party.

         10.0     GENERAL PROVISIONS.

         10.1 Notices. All notices and other communications hereunder will be in
writing  and will be  deemed  given if  delivered  personally  or by  commercial
messenger or courier service,  or mailed by registered or certified mail (return
receipt  requested)  or sent via  facsimile  (with  acknowledgment  of  complete
transmission)  to the  parties  at the  following  addresses  (or at such  other
address for a party as will be specified  by like  notice),  provided,  however,
that notices sent by mail will not be deemed given until received:

         (a)      if to Golden Soil, to:

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                           Venture Law Corporation
                           688 West Hastings Street, Suite 618
                           Vancouver, BC, V6B 1P1
                           Attention: Alixe B. Cormick
                           Telephone No.: (604) 659-9188
                           Facsimile No.: (604) 659-9178

         (b)      if to Merilus, to:

                           Merilus Technologies Inc.
                           #307, 46165 Yale Road
                           Chilliwack, British Columbia V2R 3C7
                           Attn: Dana Epp
                           Telephone No.: (604) 792-0100
                           Facsimile No.: (604) 792-0911

                  and copies to:

                           Sliman, Stander & Company
                           Barristers & Solicitors
                           204-45389 Luckakuck Way
                           Chilliwack, British Columbia V2R 3C7
                           Attn: Bruce Davies
                           Telephone No.: (604) 824-7777
                           Facsimile No.: (604) 824-7770

                  and to:

                           Nexus Venture Capital Lawyers
                           3400 - 666 Burrard Street
                           Vancouver, British Columbia V6C 2X8
                           Attn: Paul Visosky
                           Telephone No.: (604) 639-3131
                           Facsimile No.: (604) 639-2803

                  and to:

                           Ogden Murphy Wallace, P.L.L.C.
                           1601 Fifth Avenue, Suite 2100
                           Seattle, WA 98101
                           Attn: Shea Wilson and Derek Woolston
                           Telephone No.: (206) 447-7000
                           Facsimile No.: (206) 447-0215

         10.2  Interpretation.  The words  include,  includes and including when
used in this  Agreement  will be deemed in each case to be followed by the words
without  limitation.  The headings contained in this Agreement are for reference
purposes  only and will not affect in any way the meaning or  interpretation  of
this Agreement.

         10.3  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  all of which will be  considered  one and the same  agreement and
will become effective when one or more  counterparts have been signed by each of
the parties and  delivered  to the other  party,  it being  understood  that all
parties need not sign the same counterpart.

     10.4 Entire  Agreement;  Assignment.  This Agreement,  the Exhibits to this
Agreement and the  documents  and  instruments  and other  agreements  among the
parties to this  Agreement  referenced in this  Agreement:  (a)  constitute  the
entire  agreement  among the parties with respect to the subject  matter of this
Agreement and

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<PAGE>



supersede all prior  agreements and  understandings  both written and oral among
the parties with respect to the subject  matter of this  Agreement,  (b) are not
intended to confer on any other person any rights or remedies hereunder; and (c)
will not be assigned by operation of law or otherwise.

         10.5 Severability. In the event that any provision of this Agreement or
the  application  of this  Agreement,  becomes  or is  declared  by a  court  of
competent  jurisdiction to be illegal,  void or unenforceable,  the remainder of
this  Agreement  will continue in full force and effect and the  application  of
such  provision to other  persons or  circumstances  will be  interpreted  so as
reasonably  to effect the intent of the parties to this  Agreement.  The parties
further agree to replace such void or unenforceable  provision of this Agreement
with a  valid  and  enforceable  provision  that  will  achieve,  to the  extent
possible,   the  economic,   business  and  other   purposes  of  such  void  or
unenforceable provision.

         10.6 Other  Remedies.  Except as otherwise  provided in this Agreement,
any and all remedies in this  Agreement  expressly  conferred on a party will be
deemed  cumulative with and not exclusive of any other remedy conferred  hereby,
or by law or equity on such party, and the exercise by a party of any one remedy
will not preclude the exercise of any other remedy.

         10.7 Governing Law. This Agreement will be governed by and construed in
accordance  with the laws of the State of  Nevada,  regardless  of the laws that
might otherwise govern under  applicable  principles of conflicts of laws of the
State of Nevada. Each of the parties to this Agreement  irrevocably  consents to
the exclusive  jurisdiction and venue of any court within Clark County, State of
Nevada,  in connection with any matter based on or arising out of this Agreement
or the matters contemplated in this Agreement, agrees that process may be served
on them in any  manner  authorized  by the laws of the State of Nevada  for such
persons and waives and covenants not to assert or plead any objection which they
might otherwise have to such jurisdiction, venue and such process.

         10.8 Rules of  Construction.  The parties to this Agreement  agree that
they have been  represented by counsel during the  negotiation  and execution of
this  Agreement and,  therefor,  waive the  application of any law,  regulation,
holding or rule of  construction  providing that  ambiguities in an agreement or
other  document will be construed  against the party  drafting such agreement or
document.

         10.9     Time of the Essence.  Time will be of the essence.

IN WITNESS  WHEREOF,  the Parties have executed this Agreement as of October __,
2000.

                               [SIGNATURE FOLLOWS]

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<PAGE>



               SIGNATURE FOR AGREEMENT AND PLAN OF REORGANIZATION

MERILUS TECHNOLOGIES INC.                                GOLDEN SOIL, INC.



By:_____________________________                  By:___________________________
Name: Dana Epp                                       Name: Xenios Xenopoulous
Title: Chief Executive Officer and                   Title: President

613636 BRITISH COLUMBIA, INC.



By:___________________________
Name:
Title:


Merilus               Exchangeable
Common Stock          Shares to be
to be Delivered       Received             Name, Address and Signature
---------------       -------------------- ---------------------------
1408                  825,000

                                           By:___________________________
                                           Name: DANA M. EPP
                                           Address: #60 - 46360 Valleyview Road
                                                    Chilliwack, B.C.     V2R 5L7
1408                  825,000

                                           By:___________________________
                                           Name: KEVIN S. TRAAS
                                           Address: 5685 Thornhill Street
                                                    Chilliwack, B.C.     V2R 3L7
1408                  825,000

                                           By:___________________________
                                           Name: JULIE TRAAS
                                           Address:5685 Thornhill Street
                                                    Chilliwack, B.C.     V2R 3L7
1408                  825,000

                                           By:___________________________
                                           Name: JENNIFER EPP
                                           Address: #60 - 46360 Valleyview Road
                                                    Chilliwack, B.C.     V2R 5L7
64                    37,500

                                           By:___________________________
                                           Name: BRUCE DAVIES
                                           Address: 46442 Edgemont Place
                                                    Chilliwack, B.C.     V2R 3Y5


                                       69

<PAGE>




64                    37,500

                                           By:___________________________
                                           Name: STEPHEN R. HEMENWAY
                                           Address: 45002 Bedford Place
                                                    Chilliwack, B.C.     V2R 3C2
64                    37,500

                                           By:___________________________
                                           Name: ROSS MRAZEK
                                           Address: 673 West 7th Avenue
                                                    Vancouver, B.C.   V5Z 1B6
128                   75,000

                                           By:___________________________
                                           Name: CHAD NORTHCOTT
                                           Address: #21 - 5352 Vedder Road
                                                    Chilliwack, B.C.     V2R 3S7
64                    37,500

                                           By:___________________________
                                           Name: ROBERT NICKLOM
                                           Address: 46093 Pioneer Drive
                                                    Chilliwack, B.C.     V2R 2Z3
64                    37,500

                                           By:___________________________
                                           Name: RON GOLDFINCH
                                           Address: 45948 Higginson Road
                                                    Chilliwack, B.C.     V2R 2A7
192                   112,500

                                           By:___________________________
                                           Name: GORDON ECKHARDT
                                           Address: 9110 Garden Drive
                                                    Chilliwack, B.C.     V2R 5M7
128                   75,000

                                         By:___________________________
                                         Name: ALAN BAILWARD
                                         Address: #102 - 33941 Essendence Avenue
                                                    Abbotsford, B.C.     V2S 2J1
64                    37,500

                                         By:___________________________
                                         Name: Hugh Cartwright, Director
                                         Address:_______________________




                                       70

<PAGE>




Agreed and accepted to as to Sections     Agreed and accepted to as to Sections
1.7 and 9 of this Agreement:              6.10 and 9.2 of   this Agreement:

VENTURE LAW CORPORATION                    IMPERIUM CAPITAL INC.



By:_____________________________           By:_____________________________
Name: Alixe Cormick                        Name: Myron Gushlak
Title: President                           Title: President


                                       71

<PAGE>



                                    EXHIBIT A

                       SHARE CAPITAL AND OTHER PROVISIONS
  TO BE INCLUDED IN THE ARTICLES OF INCORPORATION OF MERILUS TECHNOLOGIES INC.
  ----------------------------------------------------------------------------

A. SHARE CAPITAL PROVISIONS ATTACHING TO THE COMMON SHARES
   -------------------------------------------------------

         The  common  shares  ("Common   Shares")  in  the  capital  of  Merilus
Technologies Inc. ("Merilus Canada") will have the following rights, privileges,
restrictions and conditions attached:

Dividends
---------

         The  holders of Common  Shares  are  entitled,  subject to the  rights,
privileges,  restrictions and conditions  attaching to any other class of shares
of Merilus Canada,  to receive dividends when declared by the Board of Directors
out of property of Merilus Canada legally available for that purpose.

Liquidation
-----------

         Subject to the prior  rights of the  Exchangeable  Shares and any other
shares ranking prior to the Common Shares, the holders of Common Shares will, on
any liquidation,  dissolution or winding-up of Merilus Canada, whether voluntary
or  involuntary,  or other  distribution of the assets of Merilus Canada for the
purpose of winding-up its affairs, be entitled to receive the remaining property
and assets of Merilus Canada.

Voting
------

         The holders of the Common Shares will be entitled to receive  notice of
and to attend all  meetings of  shareholders  (other than  separate  meetings of
other  classes or series of  shares),  and will be entitled to one vote for each
Common Share held.

B.  PROVISIONS ATTACHING TO THE EXCHANGEABLE SHARES
    -----------------------------------------------

         The Exchangeable  Shares in the capital of Merilus Canada will have the
following rights, privileges, restrictions and conditions:

         1.0  INTERPRETATION

         1.1 For the Purposes of These Rights, Privileges, Restrictions and
Conditions:

         "Act"   means  the  Company  Act   (British   Columbia),   as  amended,
consolidated or reenacted from time to time.

         "Aggregate  Equivalent Vote Amount" means,  with respect to any matter,
proposition  or  question  on which  holders  of Merilus  USA  Common  Stock are
entitled to vote,  consent or  otherwise  act,  the product of (i) the number of
Exchangeable  Shares then issued and outstanding and held by holders (other than
Merilus  USA and its  Subsidiaries)  multiplied  by (ii) the  number of votes to
which a holder of one share of Merilus USA Common Stock is entitled with respect
to such matter, proposition or question.

         "Automatic Redemption Date" means the date for the automatic redemption
by Merilus Canada of  Exchangeable  Shares  pursuant to Article 7 of these share
provisions,  which  date  will be the  first to occur of (a) the  date,  if any,
selected  pursuant  to this  clause  (a) by the Board of  Directors  of  Merilus
Canada,  such date to be no earlier than the tenth  anniversary of the Effective
Date of the  Reorganization,  (b) the date selected by the Board of Directors of
Merilus  Canada  (such date to be no earlier than the third  anniversary  of the
Effective Date of the Reorganization) at a time when less than 10% of the number
of Exchangeable  Shares issuable on the Effective Date (other than  Exchangeable
Shares  held by Merilus USA and its  Subsidiaries,  and as such number of shares
may be adjusted as deemed  appropriate  by the Board of Directors to give effect
to any  subdivision or  consolidation  of or stock dividend on the  Exchangeable
Shares, any issuance or distribution of rights to acquire Exchangeable Shares or
securities  exchangeable  for or convertible  into or carrying rights to acquire
Exchangeable Shares, any issue or

                                       72

<PAGE>



distribution  of other  securities  or rights or  evidences of  indebtedness  or
assets, or any other capital  reorganization  or other transaction  involving or
affecting the Exchangeable  Shares) are outstanding,  (c) the Business Day prior
to the record date for any meeting or vote of the shareholders of Merilus Canada
to consider  any matter on which the  holders of  Exchangeable  Shares  would be
entitled to vote as shareholders of Merilus Canada, but excluding any meeting or
vote as described in clause (d) below, or (d) the Business Day following the day
on which the holders of Exchangeable Shares fail to take the necessary action at
a meeting or other vote of holders of Exchangeable  Shares, if and to the extent
such action is required, to approve or disapprove, as applicable, any change to,
or in the rights of the  holders of,  Exchangeable  Shares,  if the  approval or
disapproval,  as  applicable,  of such change  would be required to maintain the
economic and legal equivalence of the Exchangeable Shares and Merilus USA Common
Stock.

         "Board of Directors" means the board of directors of Merilus Canada and
any committee thereof acting within its authority.

         "Business  Day" means any day other than a Saturday,  a Sunday or a day
when banks are not open for business in Vancouver, British Columbia.

         "Common  Shares"  means the  common  shares in the  capital  of Merilus
Canada.

         "Current  Market  Price"  means,  in respect of a share of Merilus  USA
Common  Stock on any date,  the  average of the  closing  sale  prices per share
(computed  and  rounded to the third  decimal  point) of shares of  Merilus  USA
Common  Stock during the period of 20  consecutive  trading days ending not more
than five trading days before such date on the OTCBB,  or, if Merilus USA Common
Stock is not then traded on the OTCBB, on such other stock exchange or automated
quotation  system on which Merilus USA Common Stock is listed or quoted,  as the
case may be, as may be  selected  by the Board of  Directors  for such  purpose;
provided,  however, that if, in the opinion of the Board of Directors the public
distribution or trading  activity of Merilus USA Common Stock during such period
does not create a market  which  reflects  the fair  market  value of a share of
Merilus USA Common  Stock,  then the Current  Market Price of a share of Merilus
USA  Common  Stock will be  determined  by the Board of  Directors  based on the
advice  of  such  qualified  independent  financial  advisors  as the  Board  of
Directors  may  deem to be  appropriate,  and  provided  further  than  any such
selection, opinion or determination by the Board of Directors will be conclusive
and binding.

         "Exchange Put Date" has the meaning provided in Section 8.2.

         "Exchange Put Right" has the meaning provided in Section 8.1.

         "Exchangeable  Share  Consideration"  means,  for any acquisition of or
redemption  of or  distribution  of assets of  Merilus  Canada in  respect of or
purchase pursuant to these share provisions,  the Reorganization  Agreement, the
Support Agreement or the Voting and Exchange Trust Agreement:

         (a)      certificates representing the aggregate number of shares of
                  Merilus USA Common Stock deliverable in connection with such
                  action;

         (b)      a  cheque  or  cheques  payable  at par at any  branch  of the
                  bankers  of the payor in the amount of all  declared,  payable
                  and unpaid,  and all  undeclared  but payable,  cash dividends
                  deliverable in connection with such action; and

         (c)      such stock or other property constituting any declared and
                  unpaid, and all undeclared but payable, non-cash dividends
                  deliverable in connection with such action,

provided that (i) that part of the  consideration  which  represents  (a) above,
will be fully paid and  satisfied  by the  delivery  of one share of Merilus USA
Common Stock for each one Exchangeable  Share, such share to be duly issued as a
fully paid and non-assessable  share, (ii) that part of the consideration  which
represents  (c),  above,  unpaid will be fully paid and satisfied by delivery of
such non-cash items, and (iii) any such consideration will be delivered free and
clear of any lien,  claim,  encumbrance,  security  interest or adverse claim or
interest less any tax required to be deducted and withheld therefrom and without
interest.

         "Exchangeable  Share Price"  means,  for each  Exchangeable  Share,  an
amount equal to the aggregate of:

                                       73

<PAGE>




          (a)  the Current  Market Price of a share of Merilus USA Common Stock;
               plus

          (b)  an  additional  amount  equal  to the  full  amount  of all  cash
               dividends  declared,  payable  and  unpaid  on such  Exchangeable
               Share; plus

          (c)  an additional amount equal to all dividends  declared and payable
               on Merilus  USA Common  Stock  which  have not been  declared  on
               Exchangeable Shares in accordance herewith; plus

          (d)  an additional amount  representing  non-cash dividends  declared,
               payable and unpaid on such Exchangeable Share.

         "Exchangeable  Shares" means the Exchangeable  Shares of Merilus Canada
having the rights, privileges, restrictions and conditions set forth herein.

         "Liquidation Amount" has the meaning provided in Section 5.1.

         "Liquidation  Call Right" has the meaning  provided in the  Articles of
Incorporation of Merilus Canada.

         "Liquidation Date" has the meaning provided in Section 5.1.

         "Merilus Canada" means Merilus Technologies Inc., a corporation
organized and existing under the Act and includes any successor corporation.

         "Merilus USA" means Merilus, Inc., a corporation organized and existing
under the laws of the State of Nevada and includes any successor  corporation or
any corporation in which the holders of Merilus USA Common Stock hold securities
resulting from the application of Section 2.7 of the Support Agreement;

         "Merilus USA Call Notice" has the meaning provided in Section 6.3.

         "Merilus USA Common  Stock" means the shares of common stock of Merilus
USA, with a par value of U.S. $0.001 per share, having voting rights of one vote
per share,  and any other  securities  resulting from the application of Section
2.7 of the Support Agreement.

         "Merilus  USA  Dividend  Declaration  Date" means the date on which the
board of  directors  of Merilus USA  declares any dividend on Merilus USA Common
Stock.

         "Merilus USA Special Share" means the one share of Special Voting Stock
of Merilus USA,  with a par value of U.S.  $0.01,  and having  voting  rights at
meetings  of  holders  of  Merilus  USA  Common  Stock  equal  to the  Aggregate
Equivalent Voting Amount.

         "Purchase Price" has the meaning provided in Section 6.3.

         "Redemption  Call  Purchase  Price"  has the  meaning  provided  in the
Articles of Incorporation of Merilus Canada.

         "Redemption  Call  Right" has the meaning  provided in the  Articles of
Incorporation of Merilus Canada.

         "Redemption Price" has the meaning provided in Section 7.1.

         "Reorganization   Agreement"   means   the   Agreement   and   Plan  of
Reorganization  involving and affecting Merilus,  Merilus USA and the holders of
common  shares and options of Merilus  Canada,  dated as of October __, 2000, as
further amended and restated from time to time.

         "Retracted Shares" has the meaning provided in subsection 6.1 (a).

         "Retraction Call Right" has the meaning provided in subsection 6.1 (c).

                                       74

<PAGE>




         "Retraction Date" has the meaning provided in subsection 6.1 (b).

         "Retraction Price" has the meaning provided in Section 6.1.

         "Retraction Request" has the meaning provided in Section 6.1.

         "Subsidiary",  in  relation to any  person,  means any body  corporate,
partnership,  joint venture,  association or other entity of which more than 50%
of the total voting power of shares of stock or units of ownership or beneficial
interest  entitled  to  vote in the  election  of  directors  (or  members  of a
comparable  governing body) is owned or controlled,  directly or indirectly,  by
such person.

         "Support Agreement" means the Support Agreement between Merilus USA and
Merilus Canada, made as of November ___ , 2000.

         "Transfer Agent" means Interwest Tansfer Company, Inc.

         "Trustee"  means the Trustee  appointed  under the Voting and  Exchange
Trust Agreement, and any successor trustee.

         "Voting and  Exchange  Trust  Agreement"  means the Voting and Exchange
Trust Agreement among Merilus  Canada,  Merilus USA and the Trustee,  made as of
November __ , 2000.

         2.0 Ranking of Exchangeable Shares

         2.1 The  Exchangeable  Shares  will rank  pari  passu  with the  Common
Shares,  with respect to the payment of dividends and the distribution of assets
in the event of the  liquidation,  dissolution or winding-up of Merilus  Canada,
whether  voluntary or  involuntary,  or any other  distribution of the assets of
Merilus Canada among its shareholders for the purpose of winding-up its affairs.

         3.0 Dividends

         3.1 A holder of an  Exchangeable  Share will be entitled to receive and
the Board of  Directors  will,  subject to  applicable  law, on each Merilus USA
Dividend Declaration Date, declare a dividend on each Exchangeable Share

         (a)      in the case of a cash dividend  declared on Merilus USA Common
                  Stock, in an amount in cash for each Exchangeable  Share equal
                  to the cash  dividend  declared  on each share of Merilus  USA
                  Common Stock;
         (b)      in the case of a stock dividend declared on Merilus USA Common
                  Stock to be paid in Merilus USA Common  Stock,  in such number
                  of Exchangeable Shares for each Exchangeable Share as is equal
                  to the number of shares of Merilus USA Common Stock to be paid
                  on each share of Merilus USA Common Stock;
         (c)      in the case of a dividend declared on Merilus USA Common Stock
                  in property  other than cash or  securities of Merilus USA, in
                  such type and amount of property for each  Exchangeable  Share
                  as is the same as the type and amount of property  declared as
                  a dividend on each share of Merilus USA Common Stock; or
         (d)      in the case of a dividend declared on Merilus USA Common Stock
                  to be paid in securities of Merilus USA other than Merilus USA
                  Common  Stock,  in such  number of either such  securities  or
                  economically  equivalent  securities of Merilus Canada, as the
                  Board of Directors determines,  for each Exchangeable Share as
                  is equal to the number of securities of Merilus USA to be paid
                  on each share of Merilus USA Common Stock. Such dividends will
                  be paid out of money,  assets or  property  of Merilus  Canada
                  properly  applicable  to the payment of  dividends,  or out of
                  authorized but unissued shares of Merilus Canada.

         3.2  Cheques  of  Merilus  Canada  payable  at par at any branch of the
bankers  of  Merilus  Canada  will be issued in  respect  of any cash  dividends
contemplated  by  subsection  3.1 (a) hereof and the sending of such a cheque to
each holder of an  Exchangeable  Share (less any tax required to be deducted and
withheld from such dividends

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<PAGE>



paid or credited by Merilus Canada) will satisfy the cash dividends  represented
thereby unless the cheque is not paid on presentation.  Certificates  registered
in the name of the registered  holder of  Exchangeable  Shares will be issued or
transferred in respect of any stock  dividends  contemplated  by subsections 3.1
(b) or (d) hereof and the  sending of such a  certificate  to each  holder of an
Exchangeable  Share  will  satisfy  the stock  dividend  represented  thereby or
dividend payable in other securities  represented  thereby.  Such other type and
amount of property in respect of any dividends  contemplated  by subsection  3.1
(c) hereof will be issued,  distributed or transferred by Merilus Canada in such
manner as it will determine and the issuance,  distribution or transfer  thereof
by Merilus  Canada to each  holder of an  Exchangeable  Share will  satisfy  the
dividend  represented  thereby. In all cases, any such dividends will be subject
to any reduction or adjustment for tax required to be deducted and withheld from
such dividends paid or credited by Merilus Canada.  No holder of an Exchangeable
Share  will be  entitled  to recover by action or other  legal  process  against
Merilus  Canada any dividend  which is represented by a cheque that has not been
duly  presented  to Merilus  Canada's  bankers  for  payment or which  otherwise
remains unclaimed for a period of six years from the date on which such dividend
was payable.

         3.3  The  record  date  for  the   determination   of  the  holders  of
Exchangeable  Shares  entitled to receive  payment of, and the payment date for,
any dividend  declared on the Exchangeable  Shares under Section 3.1 hereof will
be the same dates as the record date and  payment  date,  respectively,  for the
corresponding dividend declared on Merilus USA Common Stock.

         3.4  If  on  any  payment  date  for  any  dividends  declared  on  the
Exchangeable  Shares under Section 3.1 hereof the dividends are not paid in full
on all of the  Exchangeable  Shares then  outstanding,  any such dividends which
remain unpaid will be paid on a subsequent date or dates determined by the Board
of Directors on which  Merilus  Canada will have  sufficient  moneys,  assets or
property properly applicable to the payment of such dividends.

         3.5 Except as provided in this  Article 3, the holders of  Exchangeable
Shares will not be entitled to receive dividends.

         4.0  Certain Restrictions

         4.1 So long as any of the Exchangeable Shares are outstanding,  Merilus
Canada will not at any time without,  but may at any time with,  the approval of
the holders of the Exchangeable Shares given as specified in Article 10 of these
share provisions:

          (a)  pay any  dividends  on the Common  Shares,  or any other  shares,
               other than  stock  dividends  payable  in any such  other  shares
               ranking junior to the Exchangeable Shares;

          (b)  redeem or purchase or make any capital distribution in respect of
               Common  Shares or any other shares with respect to the payment of
               dividends or on any liquidation distribution;

          (c)  redeem or purchase  any other  shares of Merilus  Canada  ranking
               equally with the Exchangeable  Shares with respect of the payment
               of dividends or on any liquidation distribution; or

          (d)  amend the articles or by-laws of Merilus  Canada,  in either case
               in any manner that would affect the rights or  privileges  of the
               holders of the Exchangeable Shares.

         The restrictions in subsections 4.1 (a), 4.1 (b) and 4.1 (c) above will
not apply if all dividends on the outstanding  Exchangeable Shares corresponding
to dividends  declared with a record date on or following the effective  date of
the Reorganization Agreement on Merilus USA Common Stock will have been declared
on the Exchangeable  Shares and paid in full. Nothing herein will be interpreted
to restrict Merilus Canada from issuing additional Common Shares or Exchangeable
Shares.

         5.0  Distribution on Liquidation

         5.1 In the  event of the  liquidation,  dissolution  or  winding-up  of
Merilus Canada or any other  distribution  of the assets of Merilus Canada among
its  shareholders  for the  purpose  of  winding-up  its  affairs,  a holder  of
Exchangeable Shares will be entitled, subject to applicable law, to receive from
the assets of Merilus Canada in respect of each Exchangeable  Share held by such
holder on the effective date of such liquidation, dissolution or

                                       76

<PAGE>



winding-up  (the"Liquidation  Date"), before any distribution of any part of the
assets of Merilus Canada to the holders of the Common Shares or any other shares
ranking junior to the Exchangeable  Shares,  an amount equal to the Exchangeable
Share Price  applicable on the last Business Day prior to the  Liquidation  Date
(the"Liquidation  Amount")  in  accordance  with  Section  5.2,  which  will  be
satisfied  in full by Merilus  Canada  causing to be  delivered to such holder a
Merilus USA Common  Share,  together  with all declared and unpaid  dividends on
each such  Exchangeable  Share held by such holder on any  dividend  record date
which occurred prior to the Liquidation  Date. In connection with payment of the
Liquidation Amount, Merilus Canada will be entitled to liquidate some of Merilus
USA Common Stock which would  otherwise be  deliverable  as  Exchangeable  Share
Consideration to the particular  holder of Exchangeable  Shares in order to fund
any statutory withholding tax obligation.

         5.2 On or  promptly  after the  Liquidation  Date,  and  subject to the
exercise by Merilus USA of the Liquidation Call Right, Merilus Canada will cause
to be delivered to the holders of the Exchangeable Shares the Liquidation Amount
for  each  such  Exchangeable   Share  on  presentation  and  surrender  of  the
certificates  representing  such Exchangeable  Shares,  together with such other
documents  and   instruments  as  may  be  required  to  effect  a  transfer  of
Exchangeable  Shares under  applicable law and the by-laws of Merilus Canada and
such  additional  documents and instruments as the Transfer Agent may reasonably
require,  at the  registered  office of  Merilus  Canada or at any office of the
Transfer  Agent as may be specified by Merilus Canada in Schedule A hereto or by
notice  to the  holders  of  the  Exchangeable  Shares.  Payment  of  the  total
Liquidation Amount for such Exchangeable Shares will be made by delivery to each
holder,  at the  address of the holder  recorded in the  securities  register of
Merilus  Canada for the  Exchangeable  Shares or by  holding  for pick up by the
holder at the  registered  office  of  Merilus  Canada  or at any  office of the
Transfer  Agent as may be specified by Merilus Canada in Schedule A hereto or by
notice to the holders of Exchangeable Shares, on behalf of Merilus Canada of the
Exchangeable Share  Consideration  representing the total Liquidation Amount. On
and after the  Liquidation  Date,  the holders of the  Exchangeable  Shares will
cease to be holders of such  Exchangeable  Shares  and will not be  entitled  to
exercise any of the rights of holders in respect  thereof,  other than the right
to receive their  proportionate  part of the total  Liquidation  Amount,  unless
payment of the total Liquidation Amount for such Exchangeable Shares will not be
made on presentation and surrender of share  certificates in accordance with the
foregoing  provisions,  in which  case the  rights of the  holders  will  remain
unaffected  until  the total  Liquidation  Amount  has been  paid in the  manner
hereinbefore  provided.  Merilus  Canada  will  have the right at any time on or
after the Liquidation  Date to deposit or cause to be deposited the Exchangeable
Share  Consideration  in  respect  of the  Exchangeable  Shares  represented  by
certificates  that  have not at the  Liquidation  Date been  surrendered  by the
holders  thereof  in a  custodial  account or for safe  keeping,  in the case of
non-cash  items,  with any chartered  bank or trust  company in Canada.  On such
deposit being made, the rights of the holders of Exchangeable  Shares after such
deposit  will be  limited to  receiving  their  proportionate  part of the total
Liquidation   Amount  for  such  Exchangeable   Shares  so  deposited,   against
presentation and surrender of the said certificates held by them,  respectively,
in accordance with the foregoing provisions.  On such payment or deposit of such
Exchangeable Share  Consideration,  the holders of the Exchangeable  Shares will
thereafter  be  considered  and deemed  for all  purposes  to be the  holders of
Merilus USA Common Stock delivered to them. Notwithstanding the foregoing, until
such payment or deposit of such  Exchangeable  Share  Consideration,  the holder
will be deemed to still be a holder of  Exchangeable  Shares for purposes of all
voting  rights  with  respect  thereto  under  the  Voting  and  Exchange  Trust
Agreement.

         5.3 After  Merilus  Canada has  satisfied  its  obligations  to pay the
holders of the  Exchangeable  Shares  the  Liquidation  Amount per  Exchangeable
Share, such holders will not be entitled to share in any further distribution of
the assets of Merilus Canada.

         6.0  Retraction of Exchangeable Shares by Holder

         6.1 A holder  of  Exchangeable  Shares  will be  entitled  at any time,
subject  to the  exercise  by  Merilus  USA of the  Retraction  Call  Right  and
otherwise  on  compliance  with the  provisions  of this  Article  6, to require
Merilus Canada to redeem any or all of the Exchangeable Shares registered in the
name  of such  holder  for an  amount  equal  to the  Exchangeable  Share  Price
applicable on the last Business Day prior to the Retraction Date (the"Retraction
Price") in  accordance  with  Section  6.4,  which will be  satisfied in full by
Merilus Canada causing to be delivered to such holder a Merilus USA Common Stock
for each  Exchangeable  Share presented and surrendered by the holder,  together
with  the  full  amount  of all  declared  and  unpaid  dividends  on each  such
Exchangeable  Share  held by such  holder  on any  dividend  record  date  which
occurred  prior to the  Retraction  Date.  In  connection  with  payment  of the
Retraction  Price,  Merilus Canada will be entitled to liquidate some of Merilus
USA Common  Stock that would  otherwise be  deliverable  as  Exchangeable  Share
Consideration to the particular holder of Exchangeable Shares in

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order  to  fund  any  statutory  withholding  tax  obligation.  To  effect  such
redemption,  the holder will present and surrender at the  registered  office of
Merilus  Canada or at any office of the  Transfer  Agent as may be  specified by
Merilus Canada in Schedule A hereto or by notice to the holders of  Exchangeable
Shares the  certificate or certificates  representing  the  Exchangeable  Shares
which the holder desires to have Merilus Canada redeem, together with such other
documents  and   instruments  as  may  be  required  to  effect  a  transfer  of
Exchangeable  Shares under  applicable law and the by-laws of Merilus Canada and
such  additional  documents and instruments as the Transfer Agent may reasonably
require, and together with a duly executed statement  (the"Retraction  Request")
in the form of Schedule"A"  hereto or in such other form as may be acceptable to
Merilus Canada:

         a)       specifying  that the holder  desires to have all or any number
                  specified  therein of the Exchangeable  Shares  represented by
                  such  certificate  or  certificates   (the"Retracted  Shares")
                  redeemed by Merilus Canada;

         (b)      stating the Business  Day on which the holder  desires to have
                  Merilus  Canada  redeem the Retracted  Shares  (the"Retraction
                  Date"),  provided  that the  Retraction  Date will be not less
                  than five  Business  Days nor more than 10 Business Days after
                  the  date on which  the  Retraction  Request  is  received  by
                  Merilus Canada and further provided that, in the event that no
                  such Business Day is specified by the holder in the Retraction
                  Request,  the  Retraction  Date will be deemed to be the tenth
                  Business Day after the date on which the Retraction Request is
                  received by Merilus Canada; and

         (c)      acknowledging  the  overriding  right   (the"Retraction   Call
                  Right") of Merilus USA to  purchase  all but not less than all
                  the  Retracted  Shares  directly  from the holder and that the
                  Retraction  Request will be deemed to be a revocable  offer by
                  the holder to sell the Retracted Shares in accordance with the
                  Retraction  Call Right on the terms and  conditions set out in
                  Section 6.3 below.

         6.2  Subject to the  exercise  by Merilus  USA of the  Retraction  Call
Right,  on  receipt  by  Merilus  Canada  or the  Transfer  Agent in the  manner
specified in Section 6.1 hereof of a certificate  or  certificates  representing
the  number of  Exchangeable  Shares  which the holder  desires to have  Merilus
Canada  redeem,  together  with a  Retraction  Request,  and  provided  that the
Retraction  Request is not  revoked by the  holder in the  manner  specified  in
Section 6.7,  Merilus Canada will redeem the Retracted  Shares  effective at the
close of business on the Retraction  Date and will cause to be delivered to such
holder the total Retraction Price with respect to such shares in accordance with
Section 6.4 hereof. If only a part of the Exchangeable Shares represented by any
certificate  are redeemed or purchased by Merilus USA pursuant to the Retraction
Call right, a new certificate for the balance of such  Exchangeable  Shares will
be issued to the holder at the expense of Merilus Canada.

         6.3 On receipt  by  Merilus  Canada of a  Retraction  Request,  Merilus
Canada will immediately  notify Merilus USA and provide to Merilus USA a copy of
the Retraction  Notice. In order to exercise the Retraction Call Right,  Merilus
USA  must  notify  Merilus  Canada  in  writing  of its  determination  to do so
(the"Merilus USA Call Notice") within two Business Days of such notification. If
Merilus USA does not so notify  Merilus  Canada  within such two Business  Days,
Merilus  Canada  will  notify the  holder as soon as  possible  thereafter  that
Merilus USA will not exercise the Retraction Call Right. If Merilus USA delivers
Merilus USA Call Notice  within such two Business  Days,  and provided  that the
Retraction  Request is not  revoked by the  holder in the  manner  specified  in
Section 6.7, the  Retraction  Request will thereon be  considered  only to be an
offer by the holder to sell the  Retracted  Shares to Merilus USA in  accordance
with the Retraction  Call Right.  In such event,  Merilus Canada will not redeem
the  Retracted  Shares and Merilus USA will  purchase  from such holder and such
holder will sell to Merilus USA on the Retraction Date the Retracted  Shares for
a purchase price per share (the"Purchase  Price") equal to the Retraction Price.
For the purposes of completing a purchase pursuant to the Retraction Call Right,
Merilus USA will deposit with the Transfer  Agent,  on or before the  Retraction
Date,  the  Exchangeable  Share  Consideration  representing  the total Purchase
Price. Provided that such Exchangeable Share Consideration has been so deposited
with the Transfer  Agent,  the closing of the purchase and sale of the Retracted
Shares  pursuant to the Retraction Call Right will be deemed to have occurred as
at the close of business on the Retraction Date and, for greater  certainty,  no
redemption  by Merilus  Canada of such  Retracted  Shares will take place on the
Retraction  Date.  In the event that  Merilus USA does not deliver a Merilus USA
Call Notice within two Business Days or otherwise comply with these Exchangeable
Share provisions in respect thereto, and provided that Retraction Request is not
revoked by the holder in the manner  specified  in Section 6.7,  Merilus  Canada
will  redeem  the  Retracted  Shares on the  Retraction  Date and in the  manner
otherwise contemplated in this Article 6.

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         6.4 Merilus  Canada or Merilus USA, as the case may be, will deliver or
cause the Transfer  Agent to deliver to the relevant  holder,  at the address of
the  holder  recorded  in the  securities  register  of  Merilus  Canada for the
Exchangeable  Shares or at the  address  specified  in the  holder's  Retraction
Request or by  holding  for pick up by the  holder at the  registered  office of
Merilus  Canada or at any office of the  Transfer  Agent as may be  specified by
Merilus Canada in Schedule A hereto or by notice to the holders of  Exchangeable
Shares, the Exchangeable Share  Consideration  representing the total Retraction
Price or the total Purchase Price, as the case may be, and such delivery of such
Exchangeable  Share  Consideration  to the  Transfer  Agent will be deemed to be
payment of and will satisfy and discharge all liability for the total Retraction
Price or total  Purchase  Price,  as the case may be,  except  as to any  cheque
included therein which is not paid on due presentation.

         6.5 On and after the close of  business  on the  Retraction  Date,  the
holder of the  Retracted  Shares  will  cease to be a holder  of such  Retracted
Shares and will not be  entitled  to  exercise  any of the rights of a holder in
respect  thereof,  other than the right to receive such  holder's  proportionate
part of the total  Retraction Price or total Purchase Price, as the case may be,
unless on  presentation  and surrender of  certificates  in accordance  with the
foregoing  provisions,  payment  of the  total  Retraction  Price  or the  total
Purchase  Price,  as the case may be, will not be made, in which case the rights
of such holder will remain unaffected until the Exchangeable Share Consideration
representing the total Retraction Price or the total Purchase Price, as the case
may be,  has been paid in the  manner  hereinbefore  provided.  On and after the
close of  business  on the  Retraction  Date,  provided  that  presentation  and
surrender of certificates  and payment of the Exchangeable  Share  Consideration
representing the total Retraction Price or the total Purchase Price, as the case
may be, has been made in accordance with the foregoing provisions, the holder of
the Retracted  Shares so redeemed by Merilus  Canada or purchased by Merilus USA
will  thereafter  be  considered  and deemed for all  purposes to be a holder of
Merilus USA Common Stock delivered to it.  Notwithstanding the foregoing,  until
such payment of such Exchangeable Share  Consideration to the holder, the holder
will be deemed to still be a holder of  Exchangeable  Shares for purposes of all
voting  rights  with  respect  thereto  under  the  Voting  and  Exchange  Trust
Agreement.

         6.6  Notwithstanding  any other  provision  of this  Article 6, Merilus
Canada will not be obligated to redeem Retracted Shares specified by a holder in
a Retraction  Request to the extent that such  redemption  of  Retracted  Shares
would be contrary to liquidity or solvency  requirements or other  provisions of
applicable  law. If Merilus Canada believes that on any Retraction Date it would
not be  permitted  by any of such  provisions  to redeem  the  Retracted  Shares
tendered for  redemption  on such date,  and provided  that Merilus USA will not
have exercised the Retraction  Call Right with respect to the Retracted  Shares,
Merilus Canada will only be obligated to redeem  Retracted Shares specified by a
holder in a Retraction  Request to the extent of the maximum  number that may be
so redeemed  (rounded down to a whole number of shares) as would not be contrary
to such  provisions  and will notify the holder at least two Business Days prior
to the  Retraction  Date as to the number of Retracted  Shares which will not be
redeemed  by  Merilus  Canada.  In any case in which the  redemption  by Merilus
Canada  of  Retracted   Shares  would  be  contrary  to  liquidity  or  solvency
requirements or other  provisions of applicable law,  Merilus Canada will redeem
Retracted  Shares in accordance with Section 6.2 of these share  provisions on a
pro  rata  basis  and  will  issue  to each  holder  of  Retracted  Shares a new
certificate, at the expense of Merilus Canada, representing the Retracted Shares
not redeemed by Merilus Canada pursuant to Section 6.2 hereof. Provided that the
Retraction  Request is not  revoked by the  holder in the  manner  specified  in
Section  6.7,  the holder of any such  Retracted  Shares not redeemed by Merilus
Canada  pursuant  to  Section  6.2 of these  share  provisions  as a  result  of
liquidity or solvency  requirements  or applicable  law will be deemed by giving
the Retraction  Request to require Merilus USA to purchase such Retracted Shares
from such holder on the Retraction Date or as soon as practicable  thereafter on
payment  by  Merilus  USA to such  holder  of the  Purchase  Price for each such
Retracted  Share, all as more  specifically  provided in the Voting and Exchange
Trust Agreement, and Merilus USA will make such purchase.

         6.7 A holder of Retracted Shares may, by notice in writing given by the
holder to  Merilus  Canada  before the close of  business  on the  Business  Day
immediately  preceding the Retraction Date,  withdraw its Retraction  Request in
which  event such  Retraction  Request  will be null and void and,  for  greater
certainty, the revocable offer constituted by the Retraction Request to sell the
Retracted Shares to Merilus USA will be deemed to have been revoked.

         7.0  Redemption of Exchangeable Shares by Merilus Canada


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         7.1 Subject to applicable law, and if Merilus USA does not exercise the
Redemption  Call Right,  Merilus  Canada will on the Automatic  Redemption  Date
redeem the whole of the then outstanding Exchangeable Shares for an amount equal
to the Exchangeable Share Price applicable on the last Business Day prior to the
Automatic  Redemption  Date  (the"Redemption  Price") in accordance with Section
7.3. In connection with payment of the Redemption Price,  Merilus Canada will be
entitled to liquidate some of Merilus USA Common Stock which would  otherwise be
deliverable as  Exchangeable  Share  Consideration  to the particular  holder of
Exchangeable Shares in order to fund any statutory withholding tax obligation.

         7.2 In any case of a  redemption  of  Exchangeable  Shares  under  this
Article 7, Merilus  Canada,  or the Transfer Agent on behalf of Merilus  Canada,
will, at least 45 days before an Automatic  Redemption Date or before a possible
Automatic  Redemption  Date  which may result  from a failure of the  holders of
Exchangeable  Shares to take necessary  action as described in clause (d) of the
definition of Automatic  Redemption Date send or cause to be sent to each holder
of  Exchangeable  Shares a notice  in  writing  of the  redemption  or  possible
redemption by Merilus Canada or the purchase by Merilus USA under the Redemption
Call Right, as the case may be, of the Exchangeable  Shares held by such holder.
Such notice will set out the Redemption  Price or the  Redemption  Call Purchase
Price,  as the case may be, the Automatic  Redemption  Date and, if  applicable,
particulars  of the  Redemption  Call Right.  In the case of any notice given in
connection with a possible Automatic  Redemption Date, such notice will be given
contingently and will be withdrawn if the contingency does not occur.

         7.3 On or  after  the  Automatic  Redemption  Date and  subject  to the
exercise by Merilus USA of the Redemption Call Right,  Merilus Canada will cause
to be  delivered  to the holders of the  Exchangeable  Shares to be redeemed the
Redemption Price for each such Exchangeable  Share on presentation and surrender
at the  registered  office of Merilus  Canada or at any  office of the  Transfer
Agent as may be specified by Merilus  Canada in such notice of the  certificates
representing  such Exchangeable  Shares,  together with such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under
applicable law and the by-laws of Merilus Canada and such  additional  documents
and  instruments as the Transfer Agent may  reasonably  require.  Payment of the
total Redemption Price for such Exchangeable  Shares will be made by delivery to
each holder, at the address of the holder recorded in the securities register or
at any office of the Transfer  Agent as may be  specified  by Merilus  Canada in
such  notice,   on  behalf  of  Merilus  Canada,   of  the  Exchangeable   Share
Consideration  representing  the  total  Redemption  Price.  On  and  after  the
Automatic  Redemption  Date, the holders of the  Exchangeable  Shares called for
redemption will cease to be holders of such Exchangeable  Shares and will not be
entitled to exercise any of the rights of holders in respect thereof, other than
the right to receive their  proportionate  part of the total  Redemption  Price,
unless payment of the total Redemption Price for such  Exchangeable  Shares will
not be made on presentation and surrender of certificates in accordance with the
foregoing  provisions,  in which  case the  rights of the  holders  will  remain
unaffected  until  the  total  Redemption  Price  has  been  paid in the  manner
hereinbefore provided.  Merilus Canada will have the right at any time after the
sending  of  notice  of its  intention  to  redeem  the  Exchangeable  Shares as
aforesaid  to  deposit  or  cause  to  be  deposited  the   Exchangeable   Share
Consideration with respect to the Exchangeable  Shares so called for redemption,
or of such of the said Exchangeable Shares represented by certificates that have
not at the date of such  deposit  been  surrendered  by the  holders  thereof in
connection with such redemption,  in a custodial account or for safe keeping, in
the case of non-cash  items,  with any chartered bank or trust company in Canada
named in such notice.  On the later of such deposit being made and the Automatic
Redemption  Date, the  Exchangeable  Shares in respect whereof such deposit will
have been made will be redeemed and the rights of the holders thereof after such
deposit or  Automatic  Redemption  Date,  as the case may be, will be limited to
receiving  their  proportionate  part of the  total  Redemption  Price  for such
Exchangeable Shares so deposited, against presentation and surrender of the said
certificates  held by them,  respectively,  in  accordance  with  the  foregoing
provisions. On such payment or deposit of such Exchangeable Share Consideration,
the holders of the Exchangeable  Shares will thereafter be considered and deemed
for all  purposes to be holders of Merilus USA Common  Stock  delivered to them.
Notwithstanding   the   foregoing,   until  such  payment  or  deposit  of  such
Exchangeable Share  Consideration is made, the holder will be deemed to still be
a holder of  Exchangeable  Shares for purposes of all voting rights with respect
thereto under the Voting and Exchange Trust Agreement.

         8.0 Exchange Put Right

         8.1 On and subject to the terms and conditions contained in these share
provisions and the Voting and Exchange Trust Agreement:


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          (a)  a  holder  of  Exchangeable  Shares  will  have  the  right  (the
               "Exchange  Put  Right")  at any time to  require  Merilus  USA to
               purchase  all  or any  part  of the  Exchangeable  Shares  of the
               holder; and

          (b)  on the  exercise  by the  holder  of the  Exchange  Put Right and
               provided that, at the time of purchase,  the Exchangeable  Shares
               are registered in the United States,  the holder will be required
               to sell to Merilus  USA,  and  Merilus  USA will be  required  to
               purchase from the holder,  that number of Exchangeable  Shares in
               respect  of  which  the  Exchange  Put  Right  is  exercised,  in
               consideration  of the payment by Merilus USA of the  Exchangeable
               Share Price  applicable  thereto (which will be the  Exchangeable
               Share Price  applicable on the last Business Day prior to receipt
               of notice  required  under  section  8.2) and  delivery  by or on
               behalf of Merilus  USA of the  Exchangeable  Share  Consideration
               representing  the total applicable  Exchangeable  Share Price. In
               connection with payment of the Exchangeable Share  Consideration,
               Merilus  Canada will be entitled to liquidate some of Merilus USA
               Common  Stock  which  would   otherwise  be  deliverable  to  the
               particular  holder  of  Exchangeable  Shares in order to fund any
               statutory withholding tax obligation.

         8.2 The  Exchange  Put Right  provided  in  section  8.1  hereof and in
Article 5 of the Voting and  Exchange  Trust  Agreement  may be exercised at any
time by notice in writing  given by the holder to and  received  by the  Trustee
(the  date  of  such  receipt,   the"Exchange  Put  Date")  and  accompanied  by
presentation and surrender of the certificates  representing  such  Exchangeable
Shares,  together  with such  documents  and  instruments  as may be required to
effect a  transfer  of  Exchangeable  Shares  under the Act and the  by-laws  of
Merilus Canada and such additional  documents and instruments as the Trustee may
reasonably  require,  at the principal transfer offices in Salt Lake City, Utah,
of the  Trustee,  or at such other  office or offices of the Trustee or of other
persons  designated  by the Trustee for that purpose as may from time to time be
maintained by the Trustee for that  purpose.  Such notice may be (i) in the form
of the panel, if any, on the certificates representing Exchangeable Shares, (ii)
in the form of the notice and election  contained  in any letter of  transmittal
distributed or made  available by Merilus  Canada for that purpose,  or (iii) in
other form satisfactory to the Trustee (or such other persons  aforesaid),  will
stipulate  the  number of  Exchangeable  Shares in respect of which the right is
exercised (which may not exceed the number of shares represented by certificates
surrendered  to the  Trustee),  will be  irrevocable  unless the exchange is not
completed  in  accordance  herewith  and  with the  Voting  and  Exchange  Trust
Agreement and will  constitute  the holder's  authorization  to the Trustee (and
such other persons aforesaid) to effect the exchange on behalf of the holder.

         8.3 The completion of the sale and purchase  referred to in section 8.1
will be required to occur,  and Merilus USA will be required to take all actions
on its part  necessary  to  permit  it to  occur,  not  later  than the close of
business on the third Business Day following the Exchange Put Date.

         8.4 The  surrender by the holder of  Exchangeable  Shares under section
8.2 will constitute the representation, warranty and covenant of the holder that
the  Exchangeable  Shares  so  purchased  are sold  free and  clear of any lien,
encumbrance, security interest or adverse claim or interest.

         8.5 If a  part  only  of the  Exchangeable  Shares  represented  by any
certificate  are to be  sold  and  purchased  pursuant  to the  exercise  of the
Exchange  Put Right,  a new  certificate  for the  balance of such  Exchangeable
Shares will be issued to the holder at the expense of Merilus Canada.

         8.6 On receipt by the  Trustee of the  notice,  certificates  and other
documents  or  instruments  required by section 8.2, the Trustee will deliver or
cause to be  delivered,  on behalf of Merilus  USA and subject to receipt by the
Trustee from Merilus USA of the applicable Exchangeable Share Consideration,  to
the relevant  holder at the address of the holder  specified in the notice or by
holding for pick-up by the holder at the registered  office of Merilus Canada or
at any office of the Trustee (or other persons  aforesaid)  maintained  for that
purpose, the Exchangeable Share Consideration  representing the total applicable
Exchangeable Share Price, within the time stipulated in section 8.3. Delivery by
Merilus  USA to the Trustee of such  Exchangeable  Share  Consideration  will be
deemed to be payment of and will satisfy and  discharge  all  liability  for the
total  applicable  Exchangeable  Share Price,  except as to any cheque  included
therein which is not paid on due presentation.

         8.7 On and after the close of business on the  Exchange  Put Date,  the
holder of the Exchangeable  Shares in respect of which the Exchange Put Right is
exercised  will not be  entitled  to  exercise  any of the rights of a holder in
respect  thereof,   other  than  the  right  to  receive  the  total  applicable
Exchangeable  Share Price,  unless on presentation and surrender of certificates
in accordance with the foregoing provisions, payment of the Exchangeable Share

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<PAGE>



Consideration  will not be made,  in which case the rights of such  holder  will
remain  unaffected  until such payment has been made.  On and after the close of
business on the Exchange Put Date  provided that  presentation  and surrender of
certificates and payment of the Exchangeable  Share  Consideration has been made
in accordance  with the  foregoing  provisions,  the holder of the  Exchangeable
Shares so purchased by Merilus USA will  thereafter be considered and deemed for
all  purposes  to be a holder of  Merilus  USA  Common  Stock  delivered  to it.
Notwithstanding   the  foregoing,   until  payment  of  the  Exchangeable  Share
Consideration  to the holder,  the holder will be deemed to still be a holder of
Exchangeable Shares for purposes of all voting rights with respect thereto under
the Voting and Exchange Trust Agreement.

         9.0 Voting Rights

         9.1 Except as required by applicable law and the provisions hereof, the
holders  of the  Exchangeable  Shares  will not be  entitled  as such to receive
notice of or to attend any meeting of the  shareholders  of Merilus Canada or to
vote at any such meeting.

         10.0 Amendment and Approval

         10.1 The rights,  privileges,  restrictions and conditions attaching to
the  Exchangeable  Shares may be added to,  changed or  removed  but,  except as
hereinafter provided,  only with the approval of the holders of the Exchangeable
Shares given as hereinafter specified.

         10.2 Any approval  given by the holders of the  Exchangeable  Shares to
add to,  change  or  remove  any  right,  privilege,  restriction  or  condition
attaching to the Exchangeable  Shares or any other matter requiring the approval
or consent of the holders of the Exchangeable Shares will be deemed to have been
sufficiently  given if it will have been given in accordance with applicable law
subject to a minimum  requirement  that such approval be evidenced by resolution
passed by not less than 66 2/3% of the votes cast on such  resolution by persons
represented in person or by proxy at a meeting of holders of Exchangeable Shares
(excluding  Exchangeable  Shares  beneficially  owned  by  Merilus  USA  or  its
Subsidiaries)  duly  called and held at which the holders of at least 50% of the
outstanding  Exchangeable  Shares at that time are  present  or  represented  by
proxy.  If at any such  meeting the  holders of at least 50% of the  outstanding
Exchangeable  Shares at that time are not present or represented by proxy within
one-half hour after the time  appointed for such meeting,  then the meeting will
be adjourned to such date not less than 10 days  thereafter and to such time and
place as may be designated by the Chairman of such  meeting.  At such  adjourned
meeting,  the holders of  Exchangeable  Shares  present or  represented by proxy
thereat may transact the  business for which the meeting was  originally  called
and a resolution passed thereat by the affirmative vote of not less than 66 2/3%
of the votes  cast on such  resolution  by persons  represented  in person or by
proxy at such  meeting  (excluding  Exchangeable  Shares  beneficially  owned by
Merilus USA or its Subsidiaries)  will constitute the approval or consent of the
holders of the  Exchangeable  Shares.  For the  purposes  of this  section,  any
spoiled votes,  illegible votes,  defective votes and abstinences will be deemed
to be votes not cast.

         11.0 Reciprocal Changes, Etc. in Respect of Merilus USA Common Stock

         11.1

         (a)      Each holder of an  Exchangeable  Share  acknowledges  that the
                  Support  Agreement  provides,  in part,  that Merilus USA will
                  not:

                  (i)      issue or  distribute  shares of  Merilus  USA  Common
                           Stock (or securities  exchangeable for or convertible
                           into or carry rights to acquire shares of Merilus USA
                           Common Stock) to the holders of all or  substantially
                           all of the then  outstanding  shares of  Merilus  USA
                           Common  Stock  by  way of  stock  dividend  or  other
                           distribution; or

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


                                       82

<PAGE>



                  (iii)    issue  or   distribute  to  the  holders  of  all  or
                           substantially  all of the then outstanding  shares of
                           Merilus USA Common Stock (A) shares or  securities of
                           Merilus  USA of any  class  other  than  Merilus  USA
                           Common Stock (other than shares  convertible  into or
                           exchangeable for or carrying rights to acquire shares
                           of Merilus USA Common Stock), (B) rights,  options or
                           warrants  other than those  referred to in subsection
                           11.1 (a) (ii) above, (C) evidences of indebtedness of
                           Merilus USA or (D) assets of Merilus USA;

                  unless  one or  both of  Merilus  USA and  Merilus  Canada  is
                  permitted  under  applicable  law to issue or  distribute  the
                  economic  equivalent  on a per  share  basis  of such  rights,
                  options,   warrants,    securities,   shares,   evidences   of
                  indebtedness   or  other   assets  to  the   holders   of  the
                  Exchangeable  Shares,  and  one or  both  of  Merilus  USA and
                  Merilus   Canada  will  issue  or   distribute   the  economic
                  equivalent  on a per  share  basis  of such  rights,  options,
                  warrants,  securities,  shares,  evidences of  indebtedness or
                  other assets simultaneously to the holders of the Exchangeable
                  Shares.

         (b)      Each holder of an  Exchangeable  Share  acknowledges  that the
                  Support Agreement further provides,  in part, that Merilus USA
                  will not:

                  (i)      subdivide,  redivide  or change the then  outstanding
                           shares of  Merilus  USA  Common  Stock into a greater
                           number of shares of Merilus USA Common Stock; or

                  (ii)     reduce,  combine  or  consolidate  or change the then
                           outstanding shares of Merilus USA Common Stock into a
                           lesser  number of shares of Merilus USA Common Stock;
                           or

                  (iii)    reclassify or otherwise  change the shares of Merilus
                           USA Common Stock or effect an  amalgamation,  merger,
                           reorganization  or  other  transaction  involving  or
                           affecting the shares of Merilus USA Common Stock;

                  unless  Merilus  Canada is permitted  under  applicable law to
                  simultaneously  make  the same or an  economically  equivalent
                  change  to,  or  in  the  rights  of  the   holders   of,  the
                  Exchangeable   Shares,   and  the  same  or  an   economically
                  equivalent change is simultaneously  made to, or in the rights
                  of the  holders  of,  the  Exchangeable  Shares.  The  Support
                  Agreement further provides,  in part, that, with the exception
                  of certain ministerial amendments, the aforesaid provisions of
                  the Support Agreement will not be changed without the approval
                  of the holders of the Exchangeable  Shares given in accordance
                  with Article 10 of these share provisions.

         12.0 Actions by Merilus Canada under Support Agreement

         12.1  Merilus  Canada will take all such actions and do all such things
as will be  necessary  or  advisable  to perform  and comply  with and to ensure
performance  and  compliance  by Merilus USA with all  provisions of the Support
Agreement, the Voting Trust and Exchange Agreement and Merilus USA's Certificate
of Incorporation applicable to Merilus Canada and Merilus USA, respectively,  in
accordance with the terms thereof including, without limitation, taking all such
actions and doing all such things as will be  necessary  or advisable to enforce
to the fullest  extent  possible  for the direct  benefit of Merilus  Canada all
rights and benefits in favour of Merilus Canada under or pursuant thereto.

         12.2 Merilus Canada will not propose, agree to or otherwise give effect
to any  amendment  to, or waiver or  forgiveness  of its  rights or  obligations
under, the Support Agreement, the Voting Trust and Exchange Agreement or Merilus
USA's  Certificate of  Incorporation  without the approval of the holders of the
Exchangeable  Shares  given  in  accordance  with  Article  10  of  these  share
provisions  other than such  amendments,  waivers  and/or  forgiveness as may be
necessary or advisable for the purpose of:

          (a)  adding to the  covenants  of the other  party or  parties to such
               agreement for the  protection of Merilus Canada or the holders of
               Exchangeable Shares; or

          (b)  making such provisions or  modifications  not  inconsistent  with
               such  agreement or  certificate  as may be necessary or desirable
               with respect to matters or questions arising thereunder which, in
               the opinion of the Board of  Directors,  it may be  expedient  to
               make, provided that the Board of

                                       83

<PAGE>



               Directors  will  be  of  the  opinion,  after  consultation  with
               counsel,  that  such  provisions  and  modifications  will not be
               prejudicial  to the interests of the holders of the  Exchangeable
               Shares; or

          (c)  making  such  changes  in or  corrections  to such  agreement  or
               certificate  which,  on the advice of counsel to Merilus  Canada,
               are  required  for  the  purpose  of  curing  or  correcting  any
               ambiguity  or  defect  or  inconsistent   provision  or  clerical
               omission or mistake or manifest error contained therein, provided
               that  the  Board  of  Directors  will  be of the  opinion,  after
               consultation with counsel,  that such changes or corrections will
               not  be  prejudicial  to the  interests  of  the  holders  of the
               Exchangeable Shares.

         13.0 Legend

         13.1 The certificates  evidencing the Exchangeable  Shares will contain
or have affixed thereto a legend,  in form and on terms approved by the Board of
Directors,  with  respect  to  the  Support  Agreement,  the  provisions  of the
Reorganization  Agreement relating to the Liquidation Call Right, the Retraction
Call Right and the  Redemption  Call Right,  and the Voting and  Exchange  Trust
Agreement  (including  the  provisions  with  respect to the  voting  rights and
exchange provisions thereunder).

         14.0 Miscellaneous

         14.1 Any notice,  request or other communication to be given to Merilus
Canada by a holder of  Exchangeable  Shares will be in writing and will be valid
and effective if given by mail  (postage  prepaid) or by telecopy or by delivery
to the registered office of Merilus Canada and addressed to the attention of the
President.  Any such notice,  request or other communication,  if given by mail,
telecopy  or  delivery,  will only be deemed to have been given and  received on
actual receipt thereof by Merilus Canada.

         14.2 Any presentation and surrender by a holder of Exchangeable  Shares
to  Merilus   Canada  or  the  Transfer  Agent  of   certificates   representing
Exchangeable   Shares  in  connection  with  the  liquidation,   dissolution  or
winding-up  of Merilus  Canada or the  retraction,  redemption  or  exchange  of
Exchangeable  Shares will be made by  registered  mail  (postage  prepaid) or by
delivery  to the  registered  office of Merilus  Canada or to such office of the
Transfer Agent as may be specified by Merilus Canada,  in each case addressed to
the  attention of the President of Merilus  Canada.  Any such  presentation  and
surrender  of  certificates  will  only be  deemed  to have  been made and to be
effective on actual receipt  thereof by Merilus Canada or the Transfer Agent, as
the case may be,  and the  method  of any such  presentation  and  surrender  of
certificates will be at the sole risk of the holder.

         14.3 Any notice, request or other communication to be given to a holder
of Exchangeable  Shares by or on behalf of Merilus Canada will be in writing and
will be valid and effective if given by mail (postage prepaid) or by delivery to
the address of the holder recorded in the securities  register of Merilus Canada
or, in the event of the address of any such holder not being so  recorded,  then
at the last  address of such holder  known to Merilus  Canada.  Any such notice,
request or other  communication,  if given by mail,  will be deemed to have been
given and received on the fifth  Business Day following the date of mailing and,
if given by delivery, will be deemed to have been given and received on the date
of delivery. Accidental failure or omission to give any notice, request or other
communication to one or more holders of Exchangeable  Shares will not invalidate
or otherwise  alter or affect any action or  proceeding  to be or intended to be
taken by Merilus Canada.

         14.4 For greater certainty, Merilus Canada will not be required for any
purpose under these share provisions to recognize or take account of persons who
are not so recorded in such securities register.

         14.5  All  Exchangeable  Shares  acquired  by  Merilus  Canada  on  the
redemption or retraction thereof will be canceled.

                                       84

<PAGE>



                                   SCHEDULE A

                               RETRACTION REQUEST
                               ------------------


To: Merilus  Technolgies Inc.  ("Merilus  Canada") and Merilus,  Inc.  ("Merilus
USA")

This  request is given  pursuant  to  Article 6 of the  provisions  (the  "Share
Provisions")  attaching  to the  Exchangeable  Shares of Merilus  Canada and all
capitalized  words and expressions used in this request which are defined in the
Share  Provisions  have the meaning  attributed to such words and expressions in
such Share Provisions.

The undersigned  hereby notifies Merilus Canada that,  subject to the Retraction
Call Right referred to below, the undersigned  requests Merilus Canada to redeem
in accordance with Article 6 of the Share Provisions:

[  ] all share(s) represented by the accompanying certificate(s); or

[  ] share(s) only.

The undersigned hereby notifies Merilus Canada that the Retraction Date will be

NOTE: The Retraction  Date must be a Business Day and must not be less than five
Business Days nor more than 10 Business Days after the date on which this notice
and the  accompanying  shares are received at the  registered  office of Merilus
Canada  or at any  office  of the  Transfer  Agent as may be  specified  in this
Retraction Request or as may be specified by the Merilus Canada by notice to the
holders of the  Exchangeable  Shares.  In the event that no such Business Day is
correctly  specified  above,  the Retraction Date will be deemed to be the tenth
Business Day after the date on which this request is received by Merilus Canada.

The  undersigned  acknowledges  the  Retraction  Call  Right of  Merilus  USA to
purchase all but not less than all the Retracted Shares from the undersigned and
that this request will be deemed to be a revocable  offer by the  undersigned to
sell the Retracted  Shares to Merilus USA in accordance with the Retraction Call
Right on the Retraction Date for the Retraction Price and on the other terms and
conditions  set out in  Section  6.3 of the Share  Provisions.  If  Merilus  USA
determines not to exercise the Retraction Call Right, Merilus Canada will notify
the undersigned of such fact as soon as possible.  This retraction request,  and
offer to sell the Retracted  Shares to Merilus USA, may be revoked and withdrawn
by the  undersigned  by notice in writing  given to  Merilus  Canada at any time
before the close of business on the  Business  Date  immediately  preceding  the
Retraction Date.

The  undersigned  acknowledges  that if, as a result of  liquidity  or  solvency
provisions of applicable  law,  Merilus Canada is unable to redeem all Retracted
Shares,  the undersigned will be deemed to have exercised the Exchange Right (as
defined in the Voting and Exchange Trust Agreement) so as to require Merilus USA
to purchase the unredeemed Retracted Shares.

The undersigned hereby represents and warrants to Merilus Canada and Merilus USA
that the  undersigned  has good title to, and owns, the share(s)  represented by
the accompanying certificate free and clear of all liens, claims,  encumbrances,
security interests and adverse claims or interests.




-------------------      ----------------------------   -----------------------
(Date)                   (Signature of Shareholder)     (Guarantee of Signature)

 [ ] Please check box if the legal or beneficial  owner of the Retracted  Shares
is a non-resident of Canada.

[ ] Please  check box if the  securities  and any  cheque(s)  or other  non-cash
assets  resulting from the retraction of the Retracted Shares are to be held for
pick-up by the  shareholder  at the  principal  transfer  offices  of  Interwest
Transfer Company,  Inc.  (the"Transfer  Agent") in Salt Lake City, Utah, failing
which  the  securities  and any  cheque(s)  or  other  non-cash  assets  will be
delivered to the shareholder in accordance with the share provisions.

                                       85

<PAGE>




NOTE: This panel must be completed and the  accompanying  certificate,  together
with such  additional  documents  as the  Transfer  Agent may  require,  must be
deposited with the Transfer Agent at its principal transfer offices in Salt Lake
City,  Utah. The securities and any cheque(s) or other non-cash assets resulting
from the  retraction  or  purchase  of the  Retracted  Shares will be issued and
registered in, and made payable to, or transferred into, respectively,  the name
of the  shareholder  as it appears  on the  register  of Merilus  Canada and the
securities,  cheque (s) and other non-cash assets resulting from such retraction
or purchase will be delivered to the  shareholder  in accordance  with the Share
Provisions.



-----------------------------------------
Name of Person in Whose Name Securities or
Cheque(s) or Date Other Non-cash Assets Are to
Be Registered, Issued or Delivered (please print)



-------------------------------------       ------------------------------------
Street Address or P.O. Box                  Signature of Shareholder

-------------------------------------       ------------------------------------
City, Province                              Signature Guaranteed by


NOTE:  If  this  retraction  request  is for  less  than  all  of  the  share(s)
represented by the  accompanying  certificate,  a certificate  representing  the
remaining  shares of Merilus Canada will be issued and registered in the name of
the  shareholder  as it appears on the  register  of the  Merilus  Canada or its
lawful transferee.


                                       86

<PAGE>



C.  OTHER PROVISIONS

1.1 Meetings

Meetings  of  shareholders  of  Merilus  Canada  will be  held  in the  location
determined by the directors of Merilus Canada.

1.2 Definitions

 Unless  there is  something  in the  subject  matter  or  context  inconsistent
therewith in Sections 1.3, 1.4 and 1.5 below,  the following terms will have the
respective meanings set out below and grammatical  variations of such terms will
have corresponding meanings:

"BCCA" means the Company Act (British Columbia), as amended;

"Automatic  Redemption Date" has the meaning provided in the Exchangeable  Share
Provisions;

"Merilus USA" has the meaning provided in the Exchangeable Share Provisions;

"Merilus USA Common Stock" has the meaning  provided in the  Exchangeable  Share
Provisions;

"Business Day" has the meaning provided in the Exchangeable Share Provisions;

"Exchange  Put  Right"  has  the  meaning  provided  in the  Exchangeable  Share
Provisions;

"Exchangeable Share  Consideration" has the meaning provided in the Exchangeable
Share Provisions;

"Exchangeable  Share Price" has the meaning provided in the  Exchangeable  Share
Provisions;

"Exchangeable Share Provisions" means the rights,  privileges,  restrictions and
conditions attaching to the Exchangeable Shares;

"Exchangeable  Shares" means the  Exchangeable  Shares in the capital of Merilus
Canada;

"Liquidation Call Purchase Price" has the meaning provided in Section 1.3;

"Liquidation Call Right" has the meaning provided in Section 1.3;

"Liquidation   Date"  has  the  meaning  provided  in  the  Exchangeable   Share
Provisions;

"Redemption Call Purchase Price" has the meaning provided in Section 1.4;

"Redemption Call Right" has the meaning provided in Section 1.4;

"Subsidiary" has the meaning provided in the Exchangeable Share Provisions;

"Transfer Agent" means Interwest Transfer Company, Inc.; and

"Voting  and  Exchange  Trust   Agreement"  has  the  meaning  provided  in  the
Exchangeable Share Provisions.

1.3 Merilus USA Liquidation Call Right

         (a) Merilus USA will have the overriding  right  (the"Liquidation  Call
         Right"), in the event of and notwithstanding any proposed  liquidation,
         dissolution or winding-up of Merilus Canada as referred to in Article 5
         of the Exchangeable Share Provisions, to purchase from all but not less
         than all of the  holders  (other  than  Merilus  USA or any  Subsidiary
         thereof) of  Exchangeable  Shares on the  Liquidation  Date all but not
         less  than  all of the  Exchangeable  Shares  held by such  holders  on
         payment by Merilus USA to each

                                       87

<PAGE>



         holder of the Exchangeable  Share Price applicable on the last Business
         Day  prior  to the  Liquidation  Date  (the"Liquidation  Call  Purchase
         Price")  in  accordance  with  subsection  1.3(c).  In the event of the
         exercise of the Liquidation Call Right by Merilus USA, each holder will
         be obligated to sell all the Exchangeable Shares held by such holder to
         Merilus  USA on the  Liquidation  Date on payment by Merilus USA to the
         holder of the Liquidation Call Purchase Price for each such share.

         (b) To exercise  the  Liquidation  Call Right,  Merilus USA must notify
         Merilus Canada's Transfer Agent in writing, as agent for the holders of
         Exchangeable  Shares,  and Merilus Canada of Merilus USA's intention to
         exercise such right at least 55 days before the Liquidation Date in the
         case of a voluntary  liquidation,  dissolution or winding-up of Merilus
         Canada and at least five Business Days before the  Liquidation  Date in
         the case of an  involuntary  liquidation,  dissolution or winding-up of
         Merilus  Canada.   The  Transfer  Agent  will  notify  the  holders  of
         Exchangeable  Shares as to whether or not Merilus USA has exercised the
         Liquidation  Call Right forthwith after the expiry of the date by which
         the same may be exercised by Merilus USA. If Merilus USA  exercises the
         Liquidation  Call  Right,  on the  Liquidation  Date,  Merilus USA will
         purchase and the holders will sell all of the Exchangeable  Shares then
         outstanding  for a  price  per  share  equal  to the  Liquidation  Call
         Purchase Price.

         (c) For the purposes of  completing  the  purchase of the  Exchangeable
         Shares pursuant to the Liquidation Call Right, Merilus USA will deposit
         with the  Transfer  Agent,  on or  before  the  Liquidation  Date,  the
         Exchangeable  Share  Consideration  representing the total  Liquidation
         Call   Purchase   Price.   Provided   that  such   Exchangeable   Share
         Consideration  has been so deposited  with the Transfer  Agent,  on and
         after the  Liquidation  Date, the right of each holder of  Exchangeable
         Shares will be limited to receiving such holder's proportionate part of
         the total  Liquidation  Call  Purchase  Price  payable by Merilus  USA,
         without  interest,  on  presentation  and  surrender  by the  holder of
         certificates  representing the Exchangeable  Shares held by such holder
         and the holder will, on and after the  Liquidation  Date, be considered
         and deemed  for all  purposes  to be the  holder of Merilus  USA Common
         Stock delivered to such holder. On surrender to the Transfer Agent of a
         certificate or certificates  representing Exchangeable Shares, together
         with such other  documents and instruments as may be required to effect
         a transfer of  Exchangeable  Shares  under the BCCA and the by- laws of
         Merilus  Canada and such  additional  documents and  instruments as the
         Transfer Agent may reasonably  require,  the holder of such surrendered
         certificate  or  certificates  will be  entitled to receive in exchange
         therefor,  and the Transfer Agent on behalf of Merilus USA will deliver
         to such holder,  the  Exchangeable  Share  Consideration  to which such
         holder is entitled.  If Merilus USA does not  exercise the  Liquidation
         Call Right in the manner described above, on the Liquidation  Date, the
         holders  of the  Exchangeable  Shares  will be  entitled  to receive in
         exchange  therefor the liquidation  price otherwise  payable by Merilus
         Canada in connection with the liquidation, dissolution or winding-up of
         Merilus  Canada  pursuant  to  Article  5  of  the  Exchangeable  Share
         Provisions.  Notwithstanding  the  foregoing,  until such  Exchangeable
         Share  Consideration  is  delivered  to the holder,  the holder will be
         deemed to still be a holder of Exchangeable  Shares for purposes of all
         voting rights with respect  thereto under the Voting and Exchange Trust
         Agreement.

1.4 Merilus USA Redemption Call Right

         (a) Merilus USA will have the  overriding  right  (the"Redemption  Call
         Right"),  notwithstanding  any proposed  redemption of the Exchangeable
         Shares by Merilus  Canada  pursuant  to  Article 7 of the  Exchangeable
         Share  Provisions,  to  purchase  from all but not less than all of the
         holders  (other  than  Merilus  USA  or  any  Subsidiary   thereof)  of
         Exchangeable  Shares on the Automatic  Redemption Date all but not less
         than all of the Exchangeable Shares held by each such holder on payment
         by Merilus USA to the holder of the Exchangeable Share Price applicable
         on the  last  Business  Day  prior  to the  Automatic  Redemption  Date
         (the"Redemption  Call Purchase  Price") in accordance  with  subsection
         1.4(c).  In the event of the exercise of the  Redemption  Call Right by
         Merilus USA, each holder will be obligated to sell all the Exchangeable
         Shares  held by the holder to Merilus USA on the  Automatic  Redemption
         Date on  payment by Merilus  USA to the holder of the  Redemption  Call
         Purchase Price for each such share.

         (b) To exercise the Redemption Call Right,  Merilus USA must notify the
         Transfer  Agent in writing,  as agent for the  holders of  Exchangeable
         Shares,  and Merilus Canada of Merilus  Canada's  intention to exercise
         such right not later than the date by which Merilus  Canada is required
         to give notice of the Automatic  Redemption  Date.  The Transfer  Agent
         will notify the holders of the Exchangeable Shares as to whether or

                                       88

<PAGE>



         not Merilus USA has exercised the Redemption Call Right forthwith after
         the date by which the same may be  exercised by Merilus USA. If Merilus
         USA exercises the Redemption  Call Right,  on the Automatic  Redemption
         Date,  Merilus USA will  purchase  and the holders will sell all of the
         Exchangeable Shares then outstanding for a price per share equal to the
         Redemption Call Purchase Price.

         (c) For the purposes of  completing  the  purchase of the  Exchangeable
         Shares pursuant to the Redemption Call Right,  Merilus USA will deposit
         with the Transfer  Agent, on or before the Automatic  Redemption  Date,
         the Exchangeable Share Consideration  representing the total Redemption
         Call   Purchase   Price.   Provided   that  such   Exchangeable   Share
         Consideration  has been so deposited  with the Transfer  Agent,  on and
         after the  Automatic  Redemption  Date,  the  rights of each  holder of
         Exchangeable   Shares  will  be  limited  to  receiving  such  holder's
         proportionate  part of the total Redemption Call Purchase Price payable
         by  Merilus  USA  on  presentation  and  surrender  by  the  holder  of
         certificates  representing the Exchangeable  Shares held by such holder
         and the  holder  will on and after  the  Automatic  Redemption  Date be
         considered  and deemed for all purposes to be the holder of Merilus USA
         Common Stock  delivered  to such  holder.  On surrender to the Transfer
         Agent  of  a  certificate  or  certificates  representing  Exchangeable
         Shares,  together with such other  documents and  instruments as may be
         required to effect a transfer of Exchangeable Shares under the BCCA and
         the  by-laws  of  Merilus  Canada  and such  additional  documents  and
         instruments as the Transfer Agent may reasonably require, the holder of
         such  surrendered  certificate  or  certificates  will be  entitled  to
         receive  in  exchange  therefor,  and the  Transfer  Agent on behalf of
         Merilus  USA  will  deliver  to such  holder,  the  Exchangeable  Share
         Consideration to which such holder is entitled. If Merilus USA does not
         exercise the Redemption  Call Right in the manner  described  above, on
         the Automatic  Redemption Date, the holders of the Exchangeable  Shares
         will be entitled to receive in exchange  therefor the redemption  price
         otherwise  payable by Merilus Canada in connection  with the redemption
         of the  Exchangeable  Shares pursuant to Article 7 of the  Exchangeable
         Share   Provisions.   Notwithstanding   the   foregoing,   until   such
         Exchangeable Share Consideration is delivered to the holder, the holder
         will be deemed to still be a holder of Exchangeable Shares for purposes
         of all voting rights with respect thereto under the Voting and Exchange
         Trust Agreement.

     1.5  Exchange  Put  Right.  On and  subject  to the  terms  and  conditions
contained in the Exchangeable Share Provisions and the Voting and Exchange Trust
Agreement, a holder of Exchangeable Shares will have the Exchange Put Right.

                                       89

<PAGE>



                                    EXHIBIT B

                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF

                                GOLDEN SOIL, INC.

         Pursuant to the provisions of section 78.209,  Nevada Revised Statutes,
the undersigned President and Secretary of Rich Earth, Inc. (the "Corporation"),
does  hereby  certify  the  Board of  Directors  of the  Corporation  adopted  a
resolution to amend the original articles as follows:

Article I which presently reads as follows:

                                  ARTICLE FIRST
                                 Corporate Name

                  The name of the corporation is: GOLDEN SOIL, INC.

Is hereby amended to read as follows:

                                  ARTICLE FIRST
                                 Corporate Name

                  The name of the corporation is: MERILUS, INC.

Article IV which presently reads as follows:

                                 ARTICLE FOURTH
                                      Stock

     4.1 The total authorized capital stock of the Corporation consists of:

     A. 100,000,000 shares of Common Stock, with a par value of $0.001 (1 mil).

     B.   One (1) preferred share (of $1.00 par value) which shall be designated
          as the "Special Voting Preferred Share" (the " Preferred Share"),  the
          preferences  and relative,  optional and other special rights of which
          and the qualifications,  limitations or restrictions of which shall be
          as follows:

     (a) Dividends and  Distributions.  The holder of the Preferred  Share shall
     not be entitled to receive any portion of any dividend or  distribution  at
     any time.
     (b)  Voting  Rights.  The  holder of the  Preferred  Share  shall  have the
     following voting rights:

                      (i)  The Preferred  Share shall entitle the holder thereof
                           to an  aggregate  number of votes equal to the number
                           of  Exchangeable  Shares  ("Exchangeable  Shares") of
                           Merilus   Technologies   Inc.,  a  British   Columbia
                           corporation ("Merilus Canada"), outstanding from time
                           to time which are not owned by the Corporation or any
                           of its direct or indirect subsidiaries.
                      (ii) Except as  otherwise  provided  herein or by law, the
                           holder  of the  Preferred  Share and the  holders  of
                           Common Shares and of Series A Preferred  Shares shall
                           vote  together as one class on all matters  submitted
                           to a vote of shareholders of the Corporation.
                      (iii)Except  as  set  forth  herein,  the  holder  of  the
                           Preferred  Share shall have no special voting rights,
                           and its consent shall not be required  (except to the
                           extent it is entitled to vote with  holders of Common
                           Shares and of Series A Preferred  Shares as set forth
                           herein) for taking any corporate action.

     (c) Additional Provisions.

                                       90

<PAGE>



                      (i)  The  Holder of the  Preferred  Share is  entitled  to
                           exercise the voting rights attendant  thereto in such
                           manner as such holder desires.
                      (ii) At such time as:

                    (A)  the Preferred  Share entitles its holder to a number of
                         votes equal to zero because  there are no  Exchangeable
                         Shares  of  Merilus  Canada  outstanding  which are not
                         owned  by the  Corporation  or any  of  its  direct  or
                         indirect subsidiaries, and

                    (B)  there is no  share  of  stock,  debt,  option  or other
                         agreement,  obligation or commitment of Merilus  Canada
                         which  could by its  terms  require  Merilus  Canada to
                         issue any Exchangeable  Shares to any person other than
                         the  Corporation  or  any  of its  direct  or  indirect
                         subsidiaries,  then the Preferred Share shall thereupon
                         be retired  and  cancelled  promptly  thereafter.  Such
                         share shall upon its cancellation,  and upon the taking
                         of any action  required by  applicable  law,  become an
                         authorized  but  unissued  preferred  share  and may be
                         reissued as part of a new series of preferred shares to
                         be created by resolution or resolutions of the Board of
                         Directors,  subject to the conditions and  restrictions
                         on issuance set forth herein.

                  (d)  Reacquired  Share.  If  the  Preferred  Share  should  be
                  purchased  or  otherwise  acquired by the  Corporation  in any
                  manner  whatsoever,  then the Preferred Share shall be retired
                  and canceled  promptly  after the  acquisition  thereof.  Such
                  share shall upon its cancellation,  and upon the taking of any
                  action  required by applicable  law,  become an authorized but
                  unissued  preferred share and may be reissued as part of a new
                  series of preferred  F-1 shares to be created by resolution or
                  resolutions  of  the  Board  of  Directors,   subject  to  the
                  conditions and restrictions on issuance set forth herein.  (e)
                  Liquidation,  Dissolution or Winding Up. Upon any liquidation,
                  dissolution  or winding up of the  Corporation,  the holder of
                  the  Preferred  Share  shall not be entitled to any portion of
                  any distribution.
                  (f) No Redemption or Conversion. The Preferred Share shall not
                  be redeemable or  convertible.  All stock when issued shall be
                  deemed fully paid and nonassessable.  No cumulative voting, on
                  any matter to which  Stockholders  shall be  entitled to vote,
                  shall be allowed for any purpose. The authorized stock of this
                  corporation  may be issued at such  time,  upon such terms and
                  conditions  and  for  such   consideration  as  the  Board  of
                  Directors shall,  from time to time,  determine.  Shareholders
                  shall not have  pre-emptive  rights to acquire unissued shares
                  of the stock of this Corporation.

         4.2 All stock when issued shall be deemed fully paid and nonassessable.
No cumulative  voting, on any matter to which  Stockholders shall be entitled to
vote, shall be allowed for any purpose.

         4.3 The  authorized  stock of this  corporation  may be  issued at such
time, upon such terms and conditions and for such  consideration as the Board of
Directors shall, from time to time, determine.  Shareholders shall not have pre-
emptive rights to acquire unissued shares of the stock of this Corporation.

                                 --------------

         The number of shares of the  Corporation  outstanding  and  entitled to
vote on an amendment to the Articles of  Incorporation  is  6,750,000;  that the
said changes and  amendments  have been  consented to and approved by a majority
vote of the  stockholders  holding  at least a  majority  of each class of stock
outstanding and entitled to vote thereon.


         The  effective  date of this  amendment is December  __,  2000,  at the
Closing.



         ------------------------------          ------------------------------
         Xenios Xenopoulos, Secretary            Xenios Xenopoulos, President


On the _____ Day of  November,  2000 Xenios  Xenopoulos  the sole  director  and
officer of the Company personally appeared before me, a Notary Public in and for
the Country of Cyprus, and acknowledged that he executed the above instrument.



                                  ------------------------------
                                  Notary Public in and for the Country of Cyprus


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<PAGE>


                                    EXHIBIT C

REGISTRATION RIGHTS AGREEMENT

          REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November
__, 2000, between Merilus USA, Inc., a Nevada  corporation  ("Merilus USA"), and
the persons and entities  listed on the Schedule of Purchasers  attached to this
Agreement (the "Holders")

                                    RECITALS

WHEREAS:

     A. Pursuant to an Agreement and Plan of Reorganization  dated as of October
__, 2000 (the  "Reorganization  Agreement"),  among Merilus USA,  613636 British
Columbia,   Inc.,  a  wholly  owned  subsidiary  of  Merilus  USA,  and  Merilus
Technologies Inc. ("Merilus Canada"),  the parties agreed that on the closing of
the transaction  contemplated  under the Reorganization  Agreement,  Merilus USA
would execute and deliver a Registration  Rights Agreement  containing the terms
and conditions set forth in an Exhibit to the Reorganization  Agreement together
with such other terms and  conditions  as may be agreed to by the parties to the
Reorganization Agreement acting reasonably.

     B. Pursuant to a reorganization  of the capital structure of Merilus Canada
(the  "Reorganization")  contemplated in the Reorganization  Agreement,  Merilus
Canada issued certain  exchangeable  shares (the  "Exchangeable  Shares") having
attached  thereto  certain  rights,  privileges,   restrictions  and  conditions
(collectively, the "Exchangeable Share Provisions").

     C. The Holders may elect to convert any or all of the  Exchangeable  Shares
into shares of the Common Stock of Merilus USA at anytime;

     1.0 DEFINITIONS AND INTERPRETATION.

     1.1 Defined Terms. As used in this Agreement, the following terms will have
the following respective meanings:

     "Closing Date" means the Effective Date of the Share  Restructuring Plan as
defined in the Combination Agreement.

     "Commission"  means the  Securities and Exchange  Commission,  or any other
federal agency at the time administering the Exchange Act or the Securities Act,
whichever is the relevant statute for the particular purpose.

     "Common  Stock"  means the Common  Stock,  par value  $0.001 per share,  of
Merilus USA, and any other  securities of Merilus USA or any successor which may
be  issuable  on  conversion  of  the   Exchangeable   Shares  pursuant  to  the
Reorganization Agreement and Exchangeable Share Provisions.

     "Exchange Act" means the Securities  Exchange Act of 1934, or any successor
thereto, as the same will be amended from time to time.

     "Exchangeable  Shares"  will have the meaning  assigned to such term in the
Recitals to this Agreement.

     The term "holder"  means any person that is the record owner of Registrable
Securities or any person that has a beneficial interest in an Exchangeable Share
convertible into  Registrable  Securities or any person who will, on the Closing
Date,  have a beneficial  interest in an  Exchangeable  Share  convertible  into
Registrable Securities.


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     The term "managing underwriter or underwriters" means the person or persons
selected under this Agreement to manage an underwritten  offering of Registrable
Securities.

     The term "person" will include an individual, body corporate,  partnership,
company,    limited   liability   company,    limited   liability   partnership,
unincorporated   syndicate   or   organization,    trust,   trustee,   executor,
administrator or other legal representative.

     "Prospectus" means the prospectus (including any preliminary prospectus and
any final  prospectus)  included in any  Registration  Statement,  as amended or
supplemented  by any  prospectus  supplement,  with  respect to the terms of the
offering  of  any  portion  of  the  Registrable   Securities   covered  by  the
Registration  Statement  and by all other  amendments  and  supplements  to such
prospectus,  including all material incorporated by reference in such prospectus
and all documents  filed after the date of such  prospectus by Merilus USA under
the Exchange Act and incorporated by reference therein.

     "Registrable  Securities"  means all or any  portion  of the  Common  Stock
issuable on exchange of the  Exchangeable  Shares,  including  any Common  Stock
issued in conjunction with a stock dividend or stock split or in connection with
a  combination  of  shares,  recapitalization,  merger,  consolidation  or other
reorganization or otherwise.  provided,  however, that a security ceases to be a
Registrable Security when (a) a registration  statement with respect to the sale
of such securities will have become  effective under the Securities Act and such
securities  will have been  disposed  of in  accordance  with such  registration
statement,  (b) they will have been  distributed to the public  pursuant to Rule
144 (or any successor  provision)  under the Securities  Act, (c) they will have
been  otherwise  transferred,  new  certificates  for them not  bearing a legend
restricting  further  transfer  will  have been  delivered  by  Merilus  USA and
subsequent disposition of them will not require registration or qualification of
them under the Securities  Act or any similar state law then in force,  (d) they
will have ceased to be  outstanding,  (e) on the  expiration  of the  applicable
Registration  Maintenance Period or (f) any and all legends restricting transfer
have been  removed in  accordance  with the  provisions  of Rule  144(k) (or any
successor provision) under the Securities Act.

     "Registration Expenses": All expenses incident to Merilus USA's performance
of or  compliance  with  this  Agreement,  including,  without  limitation,  all
registration, filing and NASD fees, all stock exchange and OTC Bulletin Board or
other NASD or stock  exchange  listing fees,  all fees and expenses of complying
with securities or blue sky laws, all word processing,  duplicating and printing
expenses, messenger and delivery expenses, the fees and disbursements of counsel
for  Merilus  USA  and of its  independent  public  accountants,  including  the
expenses of any special audits or "cold comfort" letters required by or incident
to such performance and compliance, the reasonable fees and disbursements of not
more than one law firm (not to exceed $20,000) retained by the holder or holders
of more than 50% of the  Registrable  Securities,  premiums  and other  costs of
policies of  insurance  of Merilus USA  against  liabilities  arising out of the
public offering of the Registrable  Securities being registered and any fees and
disbursements  of  underwriters  customarily  paid  by  issuers  or  sellers  of
securities,  but excluding  underwriting  discounts and commissions and transfer
taxes, if any, provided that, in any case where Registration Expenses are not to
be borne by Merilus  USA,  such  expenses  will not include  salaries of Company
personnel or general overhead expenses of Merilus USA,  auditing fees,  premiums
or other expenses  relating to liability  insurance  required by underwriters of
Merilus USA or other  expenses for the  preparation  of financial  statements or
other data  normally  prepared  by  Merilus  USA in the  ordinary  course of its
business or which Merilus USA would have incurred in any event.

     "Registration Maintenance Period": As defined in Section 2.3.

     "Reorganization Agreement": As defined in the recitals to this Agreement.

     "Restricted  Security" means any security or share of Common Stock issuable
on conversion or exchange  thereof  unless or until (i) it has been  effectively
registered  under the  Securities Act and sold in a manner  contemplated  by the
Registration  Statement or (ii) it has been  transferred in compliance with Rule
144 under the Securities Act (or any successor provision thereto).


                                       93

<PAGE>



         "Rules and  Regulations"  means the published  rules and regulations of
the Commission  promulgated  under the Securities Act or the Exchange Act, as in
effect at any relevant time.

         "Securities  Act" means the Securities Act of 1933, as amended,  or any
successor thereto, as the same will be amended from time to time.

         "Sellers'  Representative":  Dana Epp or such Person designated by Dana
Epp as of the time of  disposition  of the  Registrable  Securities  held by the
Holders (or subsequent Sellers' Representative).

         The term  "underwriter"  will  hereinafter  mean any  underwriter of an
underwritten offering of Registrable Securities.

         1.2 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.

     1.3 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.

         2.0      REGISTRATION UNDER SECURITIES ACT, ETC.

         2.1      Required Shelf Registration.

          (a)  Registration of Registrable Securities.  On or before November 1,
               2001,  Merilus USA will  prepare and file with the  Commission  a
               registration  statement on Form S-3 (or successor or  replacement
               form) for an offering to be made on a delayed or continuous basis
               pursuant   to  Rule  415  of  the   Securities   Act  (a   "Shelf
               Registration")  registering  the resale  from time to time by the
               Holders of all of the Registrable  Securities (the "Initial Shelf
               Registration").   The   registration   statement  for  any  Shelf
               Registration  shall  be on Form  S-3 or  another  available  form
               permitting registration of such Registrable Securities for resale
               by such  Holders  in the  manner or  manners  designated  by them
               (including,   without   limitation,   one  or  more  underwritten
               offerings).  Merilus  USA shall use all  commercially  reasonable
               best efforts to cause the Initial  Shelf  Registration  to become
               effective  under the Securities Act as promptly as is practicable
               and to keep the Initial Shelf Registration continuously effective
               under the  Securities  Act for a period  of not less  than  seven
               months (the "Effectiveness Period").

          (b)  Subsequent Shelf Registration.  If the Initial Shelf Registration
               or any Subsequent Shelf Registration (as defined below) ceases to
               be effective for any reason at any time during the  Effectiveness
               Period (other than because all Registrable  Securities shall have
               been sold or shall  have  ceased to be  Registrable  Securities),
               Merilus USA shall use all commercially reasonable best efforts to
               obtain  the  prompt   withdrawal  of  any  order  suspending  the
               effectiveness  thereof, and in any event shall within thirty (30)
               days  of  such  cessation  of   effectiveness   amend  the  Shelf
               Registration  in a  manner  reasonably  expected  to  obtain  the
               withdrawal of the order suspending the effectiveness  thereof, or
               file  an  additional  Shelf  Registration  covering  all  of  the
               Registrable Securities (a "Subsequent Shelf Registration").  If a
               Subsequent Shelf Registration is filed, Merilus USA shall use all
               commercially  reasonable  best  efforts  to cause the  Subsequent
               Shelf   Registration  to  become  effective  as  promptly  as  is
               practicable  after  such  filing  and to keep  such  Registration
               Statement   continuously   effective   until   the   end  of  the
               Effectiveness Period.

          (c)  Amendments to Shelf  Registration.  Merilus USA shall  supplement
               and  amend the  Shelf  Registration  if  required  by the  rules,
               regulations or instructions  applicable to the registration  form
               used by Merilus USA for such Shelf  Registration,  if required by
               the Securities  Act, or if reasonably  requested by any Holder of
               the Registrable Securities covered by such Registration Statement
               or by any managing underwriter of such Registrable Securities.

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<PAGE>



          (d)  Terms  of  Sale  of  Registrable   Securities.   Each  Holder  of
               Registrable  Securities  agrees  that if it  wishes  to sell  any
               Registrable  Securities  pursuant  to a  Shelf  Registration  and
               related  Prospectus,  it will do so only in accordance  with this
               Section 2.1(d).  Each Holder of Registrable  Securities agrees to
               give written notice to Merilus USA at least six (6) Business Days
               prior to any  intended  distribution  of  Registrable  Securities
               under the Shelf Registration, which notice shall specify the date
               on which such Holder intends to begin such  distribution  and any
               information   with  respect  to  such  Holder  and  the  intended
               distribution of Registrable Securities by such Holder required to
               amend or supplement  the  registration  statement with respect to
               such  intended  distribution  of  Registrable  Securities by such
               Holder;  provided that no Holder may give such notice unless such
               notice,   together   with  notices  given  by  other  holders  of
               Registrable  Securities  joining in such notice or giving similar
               notices,  covers at least five  percent  (5%) of the  Registrable
               Securities.  As  promptly as is  practicable  after the date such
               notice is  provided,  and in any event  within five (5)  Business
               Days after such date, Merilus USA shall either:

                  (i)      Preparation for Sale.

                    (A)  Prepare and file with the  Commission a  post-effective
                         amendment to the Shelf  Registration or a supplement to
                         the related  Prospectus or a supplement or amendment to
                         any document  incorporated  therein by reference or any
                         other  required  document,  so that  such  registration
                         statement  will not contain any untrue  statement  of a
                         material fact or omit to state a material fact required
                         to  be  stated   therein  or   necessary  to  make  the
                         statements  therein  not  misleading,  and so that,  as
                         thereafter  delivered to purchasers of the  Registrable
                         Securities being sold thereunder,  such Prospectus will
                         not contain any untrue  statement of a material fact or
                         omit to state a  material  fact  required  to be stated
                         therein or necessary to make the statements therein, in
                         light of the circumstances  under which they were made,
                         not misleading;

                    (B)  Provide all  relevant  parties a copy of any  documents
                         filed pursuant to Section 2.1(d)(i)(A); and

                    (C)  Inform  each  relevant   party  that  Merilus  USA  has
                         complied with its  obligations in Section  2.1(d)(i)(A)
                         and  that  the   registration   statement  and  related
                         Prospectus  may be used for the  purpose of selling all
                         or any of such  Registrable  Securities  (or  that,  if
                         Merilus USA has filed a post-effective amendment to the
                         Shelf  Registration  which  has not yet  been  declared
                         effective,  Merilus USA will notify each relevant party
                         to that effect,  will use all  commercially  reasonable
                         best  efforts  to  secure  the  effectiveness  of  such
                         post-effective amendment and will immediately so notify
                         each  selling  Holder  when the  amendment  has  become
                         effective);  each  Holder  will sell all or any of such
                         Registrable    Securities   pursuant   to   the   Shelf
                         Registration  and  related  Prospectus  only during the
                         Effectiveness  Period;  each Holder agrees that it will
                         not sell any  Registrable  Securities  pursuant to such
                         registration statement or Prospectus after such selling
                         period; or

          (ii) Black-Out  Periods.  If, in the  judgment  of Merilus  USA, it is
               advisable to suspend use of the  Prospectus  for a period of time
               due  to  pending  material  corporate   developments  or  similar
               material events that have not yet been publicly  disclosed and as
               to  which  Merilus  USA  believes   public   disclosure  will  be
               prejudicial   to  Merilus  USA,   Merilus  USA  shall  deliver  a
               certificate in writing,  signed by its Chief  Executive  Officer,
               Chief Financial Officer or General Counsel,  to the Holders,  the
               Special  Counsel and the  Managing  Underwriters,  if any, to the
               effect of the foregoing  and,  upon receipt of such  certificate,
               each such Holder's  Selling  Period will not commence  until such
               Holder's  receipt  of  copies  of  the  supplemented  or  amended
               Prospectus provided for in Section  2.1(d)(i)(A) hereof, or until
               it is advised in writing by Merilus USA that the  Prospectus  may
               be  used,   and  has  received   copies  of  any   additional  or
               supplemental filings that are incorporated or deemed incorporated
               by  reference  in  such  Prospectus.  Merilus  USA  will  use all
               commercially  reasonable  best  efforts to ensure that the use of
               the  Prospectus  may be  resumed,  and the  Selling  Period  will
               commence,  upon the  earlier  of (x)  public  disclosure  of such
               pending

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               material corporate development or similar material event or (y) a
               determination  by Merilus  USA that,  in the  judgment of Merilus
               USA, public disclosure of such material corporate  development or
               similar  material  event would not be prejudicial to Merilus USA.
               Notwithstanding  the  foregoing,  Merilus USA shall not under any
               circumstances  be entitled to  exercise  its right under  Section
               2.1(d)(ii)  to defer the  commencement  of a Selling  Period more
               than one time in any three  (3)-month  period,  and the period in
               which a Selling Period is suspended shall not exceed fifteen (15)
               days unless  Merilus USA shall  deliver to such  Holders a second
               certificate  to the effect set forth above,  which shall have the
               effect of extending the period  during which such Selling  Period
               is deferred by up to an  additional  fifteen  (15) days,  or such
               shorter   period  of  time  as  is   specified   in  such  second
               certificate. In no event shall Merilus USA be permitted to extend
               the period during which such Selling  Period is deferred from and
               after  the  date a  Holder  provides  notice  to  Merilus  USA in
               accordance with Section 2.1(d)(ii) of its intention to distribute
               Registrable Securities beyond such thirty (30)-day period.

     (e)  Underwriting.  In the  event  that a  registration  pursuant  to  this
          Section  2.1  is  for  a  registered  public  offering   involving  an
          underwriting,  Merilus  USA shall so advise the Holders as part of the
          notice given pursuant to Section  2.1(a)(i).  In such event, the right
          of any  Holder  to  registration  pursuant  to this  Section  shall be
          conditioned  upon  such  Holder's  participation  in the  underwriting
          arrangements  required by this Section 2.1 , and the inclusion of such
          Holder's  Registrable  Securities  in the  underwriting  to the extent
          requested  shall be  limited as  provided  herein.  Merilus  USA shall
          (together with all Holders  proposing to distribute  their  securities
          through such  underwriting)  enter into an  underwriting  agreement in
          customary  form  with  managing   underwriter(s)   selected  for  such
          underwriting by a majority in interest of the Initiating Holders,  but
          subject to Merilus  USA's  reasonable  approval.  Notwithstanding  any
          other  provision of this  Section 2.1, if the managing  underwriter(s)
          advise(s) the  Initiating  Holders in writing that  marketing  factors
          require a limitation of the number of shares to be underwritten,  then
          Merilus USA shall so advise all Holders  participating  and the number
          of  shares  of  Registrable  Securities  that may be  included  in the
          registration  and  underwriting  shall be allocated  among all Holders
          thereof in  proportion,  as nearly as  practicable,  to the respective
          amounts of Registrable  Securities held by such Holders at the time of
          filing the registration  statement. No Registrable Securities excluded
          from  the  underwriting  by  reason  of  the  underwriters'  marketing
          limitation shall be included in such  registration.  To facilitate the
          allocation of shares in accordance with the above provisions,  Merilus
          USA or the  underwriters  may round the number of shares  allocated to
          any Holder to the nearest 100 shares. If any Holder disapproves of the
          terms of the underwriting, such person may elect to withdraw therefrom
          by written  notice to Merilus USA, the  managing  underwriter  and the
          Initiating Holders. The Registrable Securities so withdrawn shall also
          be withdrawn from registration,  and such Registrable Securities shall
          not be transferred in a public distribution prior to 90 days after the
          effective date of such  registration,  or such other shorter period of
          time as the underwriters may require.

         2.2      Incidental Registration.

     (a)  Right to Include Registrable Securities. If at any time after the date
          of this Agreement but before the third anniversary of the date of this
          Agreement,  Merilus USA  proposes to  register  any of its  securities
          under the Securities  Act (other than by a registration  in connection
          with an acquisition in a manner which would not permit registration of
          Registrable  Securities  for sale to the  public,  on Form S-8, or any
          successor form thereto, on Form S-4, or any successor form thereto and
          other than pursuant to Section 2.1), on an underwritten  basis (either
          best-efforts  or  firm-commitment),  then,  Merilus USA will each such
          time  give  prompt  written  notice  to  all  holders  of  Registrable
          Securities of its intention to do so and of such holders' rights under
          this  Section  2.2.  On the  written  request of any such  holder made
          within  twenty (20) days after the  receipt of any such notice  (which
          request  will  specify  the  Registrable  Securities  intended  to  be
          disposed of by such holder and the  intended  method of  disposition),
          Merilus USA will, subject to the terms of this Agreement,

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<PAGE>



          use  its   commercially   reasonable   best   efforts  to  effect  the
          registration  under the Securities Act of the Registrable  Securities,
          to the extent  requisite to permit the disposition (in accordance with
          the intended methods as aforesaid) of such  Registrable  Securities so
          to be registered,  by inclusion of such Registrable  Securities in the
          registration  statement which covers the securities  which Merilus USA
          proposes  to  register,  provided  that if, at any time after  written
          notice of its  intention to register any  securities  and prior to the
          effective date of the registration  statement filed in connection with
          such  registration,  Merilus USA will  determine for any reason either
          not to register or to delay  registration of such securities,  Merilus
          USA may, at its election, give written notice of such determination to
          each holder and,  thereon,  (i) in the case of a determination  not to
          register,  will  be  relieved  of  this  obligation  to  register  any
          Registrable  Securities in connection with such  registration (but not
          from its  obligation  to pay the  Registration  Expenses in connection
          therewith),  and  (ii)  in  the  case  of  a  determination  to  delay
          registering,  will be permitted to delay  registering  any Registrable
          Securities, for the same period as the delay in registering such other
          securities.  No  registration  effected  under this  Section  2.2 will
          relieve Merilus USA of its obligation to effect any registration under
          Section  2.1,  nor will any such  registration  hereunder be deemed to
          have been effected  pursuant to Section 2.1.  Merilus USA will pay all
          Registration   Expenses  in  connection  with  each   registration  of
          Registrable  Securities  requested  pursuant to this  Section 2.2. The
          right provided the holders of the Registrable  Securities  pursuant to
          this Section will be exercisable at their sole discretion.

     (b)  Priority in Incidental  Registrations.  If the managing underwriter of
          the underwritten offering contemplated by this Section 2.2 will inform
          Merilus USA and holders of the Registrable  Securities requesting such
          registration  by letter of its belief  that the  number of  securities
          requested to be included in such registration exceeds the number which
          can be sold in such  offering,  then  Merilus USA will include in such
          registration,  to the extent of the  number  which  Merilus  USA is so
          advised can be sold in such offering, (i) first securities proposed by
          Merilus  USA  to  be  sold  for  its  own  account,  and  (ii)  second
          Registrable  Securities  and  securities  of  other  selling  security
          holders  requested to be included in such registration pro rata on the
          basis of the number of shares of such  securities  so  proposed  to be
          sold and so requested to be included;  provided,  however, the holders
          of Registrable  Securities  will have priority to all shares sought to
          be  included  by  officers  and  directors  of Merilus  USA as well as
          holders of ten percent (10%) or more of Merilus USA's Common Stock.

         2.3 Registration Procedures. If and whenever Merilus USA is required to
effect the  registration of any Registrable  Securities under the Securities Act
as  provided  in Section  2.1 and, as  applicable,  2.2,  Merilus  USA will,  as
expeditiously as possible:

     (a)  prepare  and file with the  Commission  a  registration  statement  or
          amendments  thereto,  to  effect  such  registration  (including  such
          audited financial  statements as may be required by the Securities Act
          or the rules and  regulations  promulgated  thereunder) and thereafter
          use  its   commercially   reasonable   best   efforts  to  cause  such
          registration statement to be declared effective by the Commission,  as
          soon as  practicable,  but in any  event  no later  than the  Required
          Effectiveness Date (with respect to a registration pursuant to Section
          2.1);  provided,   however,   that  before  filing  such  registration
          statement or any amendments  thereto,  Merilus USA will furnish to the
          counsel selected by the holders of Registrable Securities which are to
          be  included  in  such  registration,  copies  of all  such  documents
          proposed to be filed;

     (b)  with respect to any  registration  statement  pursuant to Section 2.1,
          prepare and file with the Commission  such  amendments and supplements
          to such  registration  statement and the Prospectus used in connection
          therewith  as may be  necessary  to keep such  registration  statement
          effective and to comply with the provisions of the Securities Act with
          respect to the  disposition of all Registrable  Securities  covered by
          such  registration  statement  until the  earlier  to occur of two (2)
          years  after  the  date of this  Agreement  (subject  to the  right of
          Merilus  USA to  suspend  the  effectiveness  for  not  more  than  10
          consecutive days or an aggregate of 30 days in such two (2)

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          years  period)  or such  time as all of the  securities  which are the
          subject  of  such  registration  statement  cease  to  be  Registrable
          Securities (such period, in each case, the  "Registration  Maintenance
          Period");

     (c)  furnish  to each  seller of  Registrable  Securities  covered  by such
          registration  statement  such  number  of  conformed  copies  of  such
          registration  statement  and of each  such  amendment  and  supplement
          thereto (in each case including all  exhibits),  such number of copies
          of the Prospectus contained in such registration  statement (including
          each preliminary  Prospectus and any summary Prospectus) and any other
          Prospectus   filed  under  Rule  424  under  the  Securities  Act,  in
          conformity with the requirements of the Securities Act, and such other
          documents,  as such seller and  underwriter,  if any,  may  reasonably
          request in order to facilitate the public sale or other disposition of
          the Registrable Securities owned by such seller;

     (d)  use its  commercially  reasonable  best efforts to register or qualify
          all  Registrable  Securities  and  other  securities  covered  by such
          registration  statement  under such other  securities laws or blue sky
          laws as any seller will reasonably request, to keep such registrations
          or qualifications in effect for so long as such registration statement
          remains in effect,  and take any other action which may be  reasonably
          necessary to enable such seller to consummate the  disposition in such
          jurisdictions  of the  securities  owned by such  seller,  except that
          Merilus  USA will not for any such  purpose  be  required  to  qualify
          generally to do business as a foreign  corporation in any jurisdiction
          wherein it would not but for the  requirements of this subdivision (d)
          be obligated  to be so  qualified or to consent to general  service of
          process in any such jurisdiction;

     (e)  use its commercially  reasonable best efforts to cause all Registrable
          Securities  covered by such  registration  statement to be  registered
          with or approved by such other governmental agencies or authorities as
          may be  necessary  to enable the seller or sellers to  consummate  the
          disposition of such Registrable Securities;

     (f)  furnish to each seller of Registrable Securities a signed counterpart,
          addressed to such seller, and the underwriters, if any, of:

          (i)  an opinion of counsel for Merilus USA,  dated the effective  date
               of such registration statement (or, if such registration includes
               an underwritten public offering, an opinion dated the date of the
               closing   under   the   underwriting    agreement),    reasonably
               satisfactory in form and substance to such seller  including that
               the Prospectus and any  Prospectus  supplement  forming a part of
               the  registration  statement does not contain an untrue statement
               of a material fact or omits a material fact required to be stated
               therein or necessary in order to make the statements  therein, in
               light of the  circumstances  under  which  they  were  made,  not
               misleading, and

          (ii) if such registration  includes an underwritten public offering, a
               "comfort letter" dated the date of the closing and required to be
               delivered to the underwriter  under the  underwriting  agreement,
               signed by the independent  public  accountants who have certified
               Merilus USA's financial statements;

     (g)  notify  the  Sellers'  Representative  and its  counsel  promptly  and
          confirm  such  advice  in  writing  promptly  after  Merilus  USA  has
          knowledge:

          (i)  when the registration statement, the Prospectus or any Prospectus
               supplement  related  thereto or  post-effective  amendment to the
               registration  statement has been filed,  and, with respect to the
               registration  statement or any post-effective  amendment thereto,
               when the same has become effective;

          (ii) of any request by the Commission for amendments or supplements to
               the  Registration  Statement or the  Prospectus or for additional
               information;

          (iii)of the issuance by the  Commission  of any stop order  suspending
               the effectiveness of the registration statement or the initiation
               of any proceedings by any Person for that purpose; and

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          (iv) of the receipt by Merilus USA of any notification with respect to
               the suspension of the qualification of any Registrable Securities
               for  sale  under  the   securities   or  blue  sky  laws  of  any
               jurisdiction  or the  initiation or threat of any  proceeding for
               such purpose;

     (h)  notify  each  seller  of  Registrable   Securities   covered  by  such
          registration statement, at any time when a Prospectus relating thereto
          is required to be  delivered  under the  Securities  Act, on discovery
          that,  or on the  happening  of any event as a result  of  which,  the
          Prospectus included in such registration statement, as then in effect,
          includes an untrue  statement of a material fact or omits to state any
          material  facts required to be stated therein or necessary to make the
          statements  therein not  misleading in the light of the  circumstances
          then existing,  and at the request of any such seller promptly prepare
          and  furnish  to such  seller  a  reasonable  number  of  copies  of a
          supplement  to or an amendment of such  Prospectus as may be necessary
          so that, as thereafter delivered to the purchasers of such securities,
          such  Prospectus  will not include an untrue  statement  of a material
          fact or omit to state a material fact required to be stated therein or
          necessary to make the  statements  therein not misleading in the light
          of the circumstances then existing;

     (i)  use its commercially  reasonable best efforts to obtain the withdrawal
          of  any  order  suspending  the   effectiveness  of  the  registration
          statement at the earliest possible moment;

     (j)  otherwise use its commercially  reasonable best efforts to comply with
          all  applicable  rules and  regulations  of the  Commission,  and make
          available to its security holders, as soon as reasonably  practicable,
          an earnings  statement  covering the period of at least twelve months,
          but not more than  eighteen  months,  beginning  with the  first  full
          calendar  month  after  the  effective   date  of  such   registration
          statement,  which  earnings  statement  will satisfy the provisions of
          Section 11(a) of the Securities Act and Rule 158 thereunder;

     (k)  use its  commercially  reasonable best efforts to list all Registrable
          Securities  covered by such  registration  statement on any securities
          exchange on which any of the Registrable Securities are then listed.

         Merilus USA may require  each seller of  Registrable  Securities  as to
which any registration is being effected to furnish Merilus USA such information
regarding such seller and the distribution of such securities as Merilus USA may
from time to time reasonably request in writing.

         Merilus  USA  will  not file any  registration  statement  pursuant  to
Section 2.1, or amendment  thereto or any Prospectus or any  supplement  thereto
(including  such  documents  incorporated  by reference and proposed to be filed
after the initial  filing of the  registration  statement) to which the Sellers'
Representative  will reasonably object,  provided that Merilus USA may file such
documents in a form required by law or on the advice of its counsel.

         Merilus USA  represents  and  warrants  to each  holder of  Registrable
Securities   that  it  has  obtained  all   necessary   waivers,   consents  and
authorizations   necessary  to  execute  this   Agreement  and   consummate  the
transactions  contemplated  hereby  other  than such  waivers,  consents  and/or
authorizations specifically contemplated by the Reorganization Agreement.

         The Holders  agrees that,  on receipt of any notice from Merilus USA of
the  occurrence of any event of the kind  described in  subdivision  (h) of this
Section 2.3, the Holders will forthwith  discontinue the Holders' disposition of
Registrable  Securities pursuant to the registration  statement relating to such
Registrable  Securities  until  such  Holders'  receipt  of  the  copies  of the
supplemented  or amended  Prospectus  contemplated  by  subdivision  (h) of this
Section 2.3 and, if so directed by Merilus USA,  will deliver to Merilus USA (at
Merilus USA's expense) all copies, other than permanent file copies, then in the
Holders'  possession of the Prospectus  relating to such Registrable  Securities
current at the time of receipt of such notice.

         2.4      Underwritten Offerings.


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     (a)  Incidental Underwritten Offerings. If Merilus USA at any time proposes
          to  register  any  of  its  securities  under  the  Securities  Act as
          contemplated  by Section 2.2 and such securities are to be distributed
          by or through one or more underwriters, Merilus USA will, if requested
          by any holder of Registrable Securities as provided in Section 2.2 and
          subject to the  provisions  of Section  2.2(a),  use its  commercially
          reasonable  best efforts to arrange for such  underwriters  to include
          all the  Registrable  Securities to be offered and sold by such holder
          among the securities to be distributed by such underwriters.

     (b)  Holdback Agreements.  Subject to such other reasonable requirements as
          may be imposed by the  underwriter  as a  condition  of  inclusion  of
          holder's Registrable  Securities in the registration  statement,  each
          holder agrees by acquisition of Registrable Securities, if so required
          by the  managing  underwriter,  not to sell,  make any short  sale of,
          loan,  grant any option for the purchase of, effect any public sale or
          distribution  of or  otherwise  dispose  of,  except  as  part of such
          underwritten  registration,  any equity  securities  of  Merilus  USA,
          during such  reasonable  period of time requested by the  underwriter;
          provided  however,  such  period  will not  exceed  the 150 day period
          commencing  30 days  prior to the  commencement  of such  underwritten
          offering  and  ending  120  days  following  the  completion  of  such
          underwritten offering.

     (c)  Participation  in  Underwritten  Offerings.  No holder of  Registrable
          Securities may participate in any underwritten  offering under Section
          2.2 unless such holder of  Registrable  Securities  (i) agrees to sell
          such  Person's  securities on the basis  provided in any  underwriting
          arrangements  approved,  subject to the terms and  conditions  of this
          Agreement, approved by Merilus USA and (ii) completes and executes all
          questionnaires,   indemnities,   underwriting   agreements  and  other
          documents (other than powers of attorney)  required under the terms of
          such  underwriting  arrangements.  Notwithstanding  the foregoing,  no
          underwriting  agreement (or other  agreement in  connection  with such
          offering)  will require any holder of  Registrable  Securities to make
          any representations or warranties to or agreements with Merilus USA or
          the underwriters other than  representations and warranties  contained
          in a writing furnished by such holder expressly for use in the related
          registration  statement or  representations,  warranties or agreements
          regarding such holder, such holder's  Registrable  Securities and such
          holder's intended method of distribution and any other  representation
          required by law.

         2.5  Preparation;  Reasonable  Investigation.  In  connection  with the
preparation and filing of each  registration  statement under the Securities Act
pursuant to this Agreement,  Merilus USA will give Sellers'  Representative  and
counsel  and  accountants  for  Sellers'  Representative,   the  opportunity  to
participate in the preparation of such registration  statement,  each Prospectus
included therein or filed with the Commission,  and each amendment or supplement
thereto,  and will give each of them such  access to its books and  records  and
such  opportunities to discuss the business of Merilus USA with its officers and
the independent public  accountants who have certified its financial  statements
as will be  necessary,  in the  reasonable  opinion  of such  holders'  and such
underwriters'  respective counsel, to conduct a reasonable  investigation within
the meaning of the Securities Act.

         2.6      Indemnification.

     (a)  Indemnification  by Merilus USA. In the event of any  registration  of
          any  securities of Merilus USA under the Securities  Act,  Merilus USA
          will,  and hereby does agree to indemnify and hold harmless the holder
          of any Registrable Securities covered by such registration  statement,
          its directors and officers,  each other Person who  participates as an
          underwriter in the offering or sale of such  securities and each other
          Person,  if any,  who  controls  such  holder or any such  underwriter
          within the meaning of the Securities  Act against any losses,  claims,
          damages or liabilities,  joint or several, to which such holder or any
          such  director or officer or  underwriter  or  controlling  person may
          become subject under the Securities Act or otherwise,  insofar as such
          losses,  claims,  damages or liabilities  (or actions or  proceedings,
          whether  commenced  or  threatened)  arise  out of or are based on any
          untrue  statement or alleged  untrue  statement  of any material  fact
          contained in any  registration  statement  under which such securities
          were registered under the Securities Act, any

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          preliminary   Prospectus,   final  Prospectus  or  summary  Prospectus
          contained  therein,  or any  amendment or supplement  thereto,  or any
          omission or alleged omission to state therein a material fact required
          to be stated therein or necessary to make the  statements  therein not
          misleading,  and Merilus USA will  reimburse such holder and each such
          director, officer, underwriter and controlling person for any legal or
          any other  expenses  reasonably  incurred by them in  connection  with
          investigating or defending any such loss, claim, liability,  action or
          proceeding,  provided  that Merilus USA will not be liable in any such
          case to the extent that any such loss, claim, damage,  liability,  (or
          action  or  proceeding)  or  expense  arises  out of or is based on an
          untrue  statement or alleged  untrue  statement or omission or alleged
          omission made in such  registration  statement,  any such  preliminary
          Prospectus,  final  Prospectus,   summary  Prospectus,   amendment  or
          supplement in reliance on and in conformity  with written  information
          furnished to Merilus USA by such holder or underwriter stating that it
          is for use in the  preparation  such documents and,  provided  further
          that Merilus USA will not be liable to any Person who  participates as
          an underwriter in the offering or sale of Registrable Securities or to
          any other  Person,  if any, who controls such  underwriter  within the
          meaning of the Securities Act, in any such case to the extent that any
          such loss,  claim,  damage,  liability  (or action or  proceeding)  or
          expense arises out of such Person's  failure to send or give a copy of
          the final Prospectus, as the same may be then supplemented or amended,
          within the time required by the Securities Act to the Person asserting
          the existence of an untrue  statement or alleged  untrue  statement or
          omission or alleged  omission at or prior to the written  confirmation
          of the sale of Registrable Securities to such Person if such statement
          or omission was corrected in such final  Prospectus or an amendment or
          supplement  thereto.  Such  indemnity  will  remain in full  force and
          effect  regardless of any  investigation  made by or on behalf of such
          holder  or any such  director,  officer,  underwriter  or  controlling
          person  and will  survive  the  transfer  of such  securities  by such
          holder.

     (b)  Indemnification  by  the  Holders.  Merilus  USA  may  require,  as  a
          condition to including any Registrable  Securities in any registration
          statement filed pursuant to this Agreement, that Merilus USA will have
          received an undertaking satisfactory to it from the prospective seller
          of such Registrable Securities, to indemnify and hold harmless (in the
          same manner and to the same extent as set forth in subdivision  (a) of
          this  Section 2.6) Merilus  USA,  each  director of Merilus USA,  each
          officer of Merilus USA and each other  Person,  if any,  who  controls
          Merilus USA within the meaning of the Securities  Act, with respect to
          any statement or alleged  statement in or omission or alleged omission
          from such registration statement,  any preliminary  Prospectus,  final
          Prospectus or summary Prospectus  contained therein,  or any amendment
          or  supplement  thereto,  if such  statement  or alleged  statement or
          omission or alleged omission was made in reliance on and in conformity
          with  written   information   furnished  to  Merilus  USA  through  an
          instrument duly executed by such seller  specifically  stating that it
          is  for  use  in  the  preparation  of  such  registration  statement,
          preliminary   Prospectus,   final  Prospectus,   summary   Prospectus,
          amendment or supplement.  Any such indemnity will remain in full force
          and effect,  regardless of any  investigation  made by or on behalf of
          Merilus USA or any such director,  officer or  controlling  person and
          will survive the transfer of such securities by such seller.

     (c)  Notices of Claims, Etc. Promptly after receipt by an indemnified party
          of notice of the commencement of any action or proceeding  involving a
          claim referred to in the preceding  subdivisions  of this Section 2.6,
          such  indemnified  party  will,  if a claim is to be made  against  an
          indemnifying   party,  give  written  notice  to  the  latter  of  the
          commencement  of  such  action,  provided  that  the  failure  of  any
          indemnified  party to give notice as provided  herein will not relieve
          the  indemnifying   party  of  its  obligations  under  the  preceding
          subdivisions  of this  Section  2.6,  except  to the  extent  that the
          indemnifying  party is  actually  prejudiced  by such  failure to give
          notice.  In case any such  action is brought  against  an  indemnified
          party,  unless in the  opinion of the  indemnified  party's  counsel a
          conflict of interest between such indemnified and indemnifying parties
          may exist in respect of such  claim,  the  indemnifying  party will be
          entitled to participate in and to assume the defense, jointly with any
          other  indemnifying party similarly  notified,  to the extent that the
          indemnifying party may wish, with counsel  reasonably  satisfactory to
          such

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          indemnified  party,  and after notice from the  indemnifying  party to
          such indemnified  party of its election so to assume the defense,  the
          indemnifying  party will not be liable to such  indemnified  party for
          any legal or other  expenses  subsequently  incurred  by the latter in
          connection   with  the  defense   other  than   reasonable   costs  of
          investigation.  No indemnifying party will, without the consent of the
          indemnified party,  consent to entry of any judgment or enter into any
          settlement   of  any  such  action   which  does  not  include  as  an
          unconditional  term the giving by the  claimant or  plaintiff  to such
          indemnified  party of a release from all liability,  or a covenant not
          to sue, in respect to such claim or litigation.  No indemnified  party
          will consent to entry of any judgment or enter into any  settlement of
          any  such  action  the  defense  of  which  has  been  assumed  by  an
          indemnifying party without the consent of such indemnifying party.

     (d)  Other  Indemnification.  Indemnification  similar to that specified in
          the  preceding  subdivisions  of this  Section  2.6 (with  appropriate
          modifications)  will be  given  by  Merilus  USA and  each  seller  of
          Registrable  Securities  (but  only  if  and to  the  extent  required
          pursuant to the terms of Section  2.6(b)) with respect to any required
          registration or other qualification of securities under any Federal or
          state law or regulation of any governmental authority,  other than the
          Securities Act.

     (e)  Indemnification Payments. The indemnification required by this Section
          2.6 will be made by periodic  payments of the amount during the course
          of the  investigation  or defense,  as and when bills are  received or
          expense, loss, damage or liability is incurred.

     (f)  Contribution.  If the  indemnification  provided for in the  preceding
          subdivision of this Section 2.6 is unavailable to an indemnified party
          in respect of any expense,  loss, claim,  damage or liability referred
          to therein, then each indemnifying party, in lieu of indemnifying such
          indemnified  party,  will  contribute to the amount paid or payable by
          such  indemnified  party as a result  of such  expense,  loss,  claim,
          damage  or  liability  (i) in such  proportion  as is  appropriate  to
          reflect the relative  benefits received by Merilus USA on the one hand
          and the holder or  underwriter,  as the case may be, on the other from
          the  distribution  of  the  Registrable  Securities  or  (ii)  if  the
          allocation provided by clause (i) above is not permitted by applicable
          law,  in such  proportion  as is  appropriate  to reflect not only the
          relative  benefits  referred  to in  clause  (i)  above  but  also the
          relative  fault of  Merilus  USA on the one hand and of the  holder or
          underwriter,  as the case may be, on the other in connection  with the
          statements or omissions which resulted in such expense,  loss,  damage
          or liability, as well as any other relevant equitable  considerations.
          The relative  benefits received by Merilus USA on the one hand and the
          holder or underwriter,  as the case may be, on the other in connection
          with the distribution of the Registrable  Securities will be deemed to
          be in the same  proportion  as the  total  net  proceeds  received  by
          Merilus USA from the initial  sale of the  Registrable  Securities  by
          Merilus USA to the  purchasers  bear to the gain, if any,  realized by
          all selling holders participating in such offering or the underwriting
          discounts and commissions received by the underwriter, as the case may
          be.  The  relative  fault  of  Merilus  USA on the one hand and of the
          holder  or  underwriter,  as the case  may be,  on the  other  will be
          determined by reference to, among other things,  whether the untrue or
          alleged  untrue  statement  of a material  fact or omission to state a
          material fact relates to  information  supplied by Merilus USA, by the
          holder  or by  the  underwriter  and  the  parties'  relative  intent,
          knowledge,  access to  information  supplied  by Merilus  USA,  by the
          holder  or by  the  underwriter  and  the  parties'  relative  intent,
          knowledge, access to information and opportunity to correct or prevent
          such statement or omission,  provided that the foregoing  contribution
          agreement  will not inure to the benefit of any  indemnified  party if
          indemnification  would be  unavailable  to such  indemnified  party by
          reason  of  the   provisions   contained  in  the  first  sentence  of
          subdivision  (a) of  this  Section  2.6,  and  in no  event  will  the
          obligation  of  any  indemnifying   party  to  contribute  under  this
          subdivision (f) exceed the amount that such  indemnifying  party would
          have  been  obligated  to  pay  by  way  of   indemnification  if  the
          indemnification provided for under subdivision (b) of this Section 2.6
          had been available under the circumstances.


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         Merilus USA and the  holders of  Registrable  Securities  agree that it
would not be just and equitable if contribution pursuant to this subdivision (f)
were determined by pro rata allocation (even if the holders and any underwriters
were  treated  as one  entity  for  such  purpose)  or by any  other  method  of
allocation that does not take account of the equitable  considerations  referred
to in the  immediately  preceding  paragraph.  The amount  paid or payable by an
indemnified  party as a result of the losses,  claims,  damages and  liabilities
referred to in the  immediately  preceding  paragraph will be deemed to include,
subject to the limitations  set forth in the preceding  sentence and subdivision
(c) of this Section 2.6, any legal or other expenses reasonably incurred by such
indemnified party in connection with  investigating or defending any such action
or claim.

         Notwithstanding  the provisions of this  subdivision  (f), no holder of
Registrable  Securities or underwriter will be required to contribute any amount
in excess of the  amount  by which (i) in the case of any such  holder,  the net
proceeds received by such holder from the sale of Registrable Securities or (ii)
in the  case of an  underwriter,  the  total  price  at  which  the  Registrable
Securities  purchased  by it and  distributed  to the public were offered to the
public exceeds,  in any such case, the amount of any damages that such holder or
underwriter  has  otherwise  been  required  to pay by reason of such  untrue or
allege   untrue   statement  or  omission.   No  Person   guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
will be  entitled  to  contribution  from any  person who was not guilty of such
fraudulent misrepresentation.

         3.0      RULE 144.

         Merilus USA will  timely  file the  reports  required to be filed by it
under the  Securities Act and the Exchange Act (including but not limited to the
reports  under  Sections  13  and  15(d)  of the  Exchange  Act  referred  to in
subparagraph (c) of Rule 144 adopted by the Commission under the Securities Act)
and the rules and  regulations  adopted by the  Commission  thereunder  (or,  if
Merilus USA is not required to file such  reports,  will,  on the request of any
holder of Registrable Securities, make publicly available other information) and
will take such  further  action as any  holder  of  Registrable  Securities  may
reasonably  request,  all to the extent reasonably required from time to time to
enable such holder to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions  provided by (a) Rule 144
under the Securities  Act, as such Rule may be amended from time to time, or (b)
any similar  rule or  regulation  hereafter  adopted by the  Commission.  On the
request of any holder of  Registrable  Securities,  Merilus USA will  deliver to
such  holder  a  written  statement  as to  whether  it has  complied  with  the
requirements of this Section 3.

         4.0      AMENDMENTS AND WAIVERS.

         This  Agreement  may be  amended  and  Merilus  USA may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if  Merilus  USA  will  have  obtained  the  written  consent  to such
amendment, action or omission to act, of the holder or holders of the sum of 51%
or more of the shares of (i)  Registrable  Securities  issued at such time, plus
(ii) Registrable Securities issuable on exercise or conversion of the Securities
then  constituting  derivative  securities  (if such  Securities  were not fully
exchanged  or  converted  in full as of the date such  consent if sought).  Each
holder of any Registrable  Securities at the time or thereafter outstanding will
be bound by any  consent  authorized  by this  Section  5,  whether  or not such
Registrable Securities will have been marked to indicate such consent.

         5.0      NOMINEES FOR BENEFICIAL OWNERS.

         In the event that any Registrable  Securities are held by a nominee for
the beneficial  owner, the beneficial owner may, at its election,  be treated as
the holder of such  Registrable  Securities for purposes of any request or other
action by any holder or  holders  of  Registrable  Securities  pursuant  to this
Agreement  or any  determination  of any  number  of  percentage  of  shares  of
Registrable  Securities  held by an holder or holders of Registrable  Securities
contemplated  by this  Agreement.  If the  beneficial  owner of any  Registrable
Securities so elects, Merilus USA may require assurances reasonably satisfactory
to it of such owner's beneficial ownership of such Registrable Securities.

         6.0      NOTICES.


                                       103

<PAGE>



         Except as otherwise provided in this Agreement,  all notices,  requests
and other communications to any Person provided for hereunder will be in writing
and will be given to such Person:

         (a)      in  the  case  of a  party  hereto  other  than  Merilus  USA,
                  addressed  to  such  party  in the  manner  set  forth  in the
                  Reorganization  Agreement  or at such  other  address  as such
                  party will have furnished to Merilus USA in writing, or
         (b)      in the case of any other holder of Registrable Securities,  at
                  the address  that such holder will have  furnished  to Merilus
                  USA in writing,  or,  until any such other holder so furnishes
                  to Merilus USA an  address,  then to and at the address of the
                  last holder of such  Registrable  Securities who has furnished
                  an address to Merilus USA, or
         (c)      in the case of Merilus  USA,  at the  address set forth on the
                  signature page hereto,  to the attention of its President,  or
                  at such  other  address,  or to the  attention  of such  other
                  officer,  as Merilus USA will have furnished to each holder of
                  Registrable Securities at the time outstanding.

Each such notice,  request or other  communication will be effective if given by
mail, four (4) days after such  communication  is deposited in the United States
mails with first class postage prepaid,  addressed as aforesaid,  or if given by
any other means (including,  without  limitation,  by fax or air courier),  when
delivered at the address specified above, provided that any such notice, request
or communication will not be effective until received.

         7.0      ASSIGNMENT.

         This  Agreement  will be binding on and inure to the  benefit of and be
enforceable by the parties hereto.  In addition,  and whether or not any express
assignment  will have been made, the provisions of this Agreement  which are for
the benefit of the parties  hereto  other than  Merilus USA will also be for the
benefit  of  and  enforceable  by  any  subsequent  holder  of  any  Registrable
Securities.  Each  of the  holders  of the  Registrable  Securities  agrees,  by
accepting  any  portion  of the  Registrable  Securities  after the date of this
Agreement,  to the provisions of this Agreement  including,  without limitation,
appointment  of the  Sellers'  Representative  to act on behalf  of such  holder
pursuant to the terms of this  Agreement  which such actions will be made in the
good  faith  discretion  of the  Sellers'  Representative  and be binding on all
persons for all purposes.

         8.0      DESCRIPTIVE HEADINGS.

         The descriptive headings of the several sections and paragraphs of this
Agreement are inserted for reference only and will not limit or otherwise affect
the meaning of this Agreement.

         9.0      GOVERNING LAW.

         THIS AGREEMENT  WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE  WITH, AND
THE RIGHTS OF THE PARTIES  WILL BE GOVERNED  BY, THE LAWS OF THE STATE OF NEVADA
WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS.

         10.0     COUNTERPARTS.

         This  Agreement  may  be  executed  by  facsimile  and  may  be  signed
simultaneously  in any number of  counterparts,  each of which will be deemed an
original,  but all such counterparts  will together  constitute one and the same
instrument.

         11.0     ENTIRE AGREEMENT.

         This Agreement embodies the entire agreement and understanding  between
Merilus USA and each other party hereto  relating to the subject  matter of this
Agreement and supercedes all prior  agreements  and  understandings  relating to
such subject matter.

         12.0     SEVERABILITY.



         If any  provision  of  this  Agreement,  or  the  application  of  such
provisions to any Person or circumstance, will be held invalid, the remainder of
this Agreement, or the application of such provision to Persons or circumstances
other than those to which it is held invalid, will not be affected thereby.

                            [SIGNATURE PAGE FOLLOWS]




                                       104

<PAGE>



                       SIGNATURE PAGE FOR RIGHTS AGREEMENT

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed and delivered by their  respective  officers duly  authorized as of the
date first above written.

                           MERILUS,  INC.


                            -----------------------------------
                           By: ______________________
                           Title:   President

                           Address:
                           Fax:
                           Tel.:




-----------------------------------               ------------------------------

Name: ______________________________              Name: ________________________

Address: ___________________________              Address: _____________________

          --------------------------                        --------------------

Tel:      __________________________              Tel:      ____________________

Fax:      __________________________              Fax:      ____________________


-----------------------------------               ------------------------------

Name: ______________________________              Name: ________________________

Address: ___________________________              Address: _____________________

          --------------------------                        --------------------

Tel:      __________________________              Tel:      ____________________

Fax:      __________________________              Fax:      ____________________


                                       105

<PAGE>






-----------------------------------               ------------------------------

Name: _____________________________               Name: ________________________

Address: __________________________               Address: _____________________

          -------------------------                         --------------------

Tel:      _________________________               Tel:      ____________________

Fax:      _________________________               Fax:      ____________________


                                       106

<PAGE>



                                   SCHEDULE I

                               SCHEDULE OF HOLDERS
                               -------------------


--------------------------------------------------------------------------------
 Name                   Address/Facsimile Number        $ Amount of Subscription
--------------------------------------------------------------------------------

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--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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                                       107

<PAGE>



                                    EXHIBIT D

                                SUPPORT AGREEMENT
                                -----------------


     THIS SUPPORT  AGREEMENT is entered into as of November ___,  2000,  between
Merilus,  Inc.,  formerly  known as  Golden  Soil,  Inc.,  a Nevada  corporation
("Merilus USA"), and Merilus Technologies,  Inc., a British Columbia corporation
("Merilus Canada").

                                    RECITALS

         WHEREAS:

         A.  Pursuant to an  Agreement  and Plan of  Reorganization  dated as of
October ___, 2000 (the  "Reorganization  Agreement"),  among Merilus USA, 613636
British  Columbia,  Inc., a wholly owned  subsidiary of Merilus USA, and Merilus
Canada,  the parties agreed that on the closing of the transaction  contemplated
under the Reorganization Agreement, Merilus USA and Merilus Canada would execute
and deliver a Support Agreement containing the terms and conditions set forth in
an Exhibit to the  Reorganization  Agreement  together with such other terms and
conditions  as may be agreed to by the parties to the  Reorganization  Agreement
acting reasonably.

         B.  Pursuant to a  reorganization  of the capital  structure of Merilus
Canada (the  "Reorganization")  contemplated  in the  Reorganization  Agreement,
Merilus Canada issued certain  exchangeable  shares (the "Exchangeable  Shares")
having attached thereto certain rights, privileges,  restrictions and conditions
(collectively, the "Exchangeable Share Provisions").

         C. The  parties  hereto  desire to make  appropriate  provision  and to
establish a procedure  whereby  Merilus USA will take  certain  actions and make
certain payments and deliveries  necessary to ensure that Merilus Canada will be
able to make certain  payments and to deliver or cause to be delivered shares of
Merilus USA Common Stock in  satisfaction  of the  obligations of Merilus Canada
under  the  Exchangeable  Share  Provisions  with  respect  to the  payment  and
satisfaction of dividends, Liquidation Amounts, Retraction Prices and Redemption
Prices, all in accordance with the Exchangeable Share Provisions.

                  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:

         1.0      DEFINITIONS AND INTERPRETATION.

         1.1 Defined Terms.  Each term denoted herein by initial capital letters
and not otherwise  defined herein shall have the meaning  attributed  thereto in
the  rights,   privileges,   restrictions  and  conditions  (collectively,   the
"Exchangeable  Share Provisions")  attaching to the Exchangeable Shares attached
as  Exhibit A to the  Reorganization  Agreement,  unless  the  context  requires
otherwise.

         1.2 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.

         1.3      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.

         1.4 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.


                                       108

<PAGE>



     2.0 COVENANTS OF MERILUS USA AND MERILUS CANADA.

     2.1 Covenants of Merilus USA Regarding  Exchangeable Shares. So long as any
Exchangeable Shares are outstanding, Merilus USA will:

          A:   not  declare  or pay any  dividend  on Merilus  USA Common  Stock
               unless:

               A:   Merilus Canada will have sufficient assets,  funds and other
                    property available to enable the due declaration and the due
                    and punctual payment in accordance with applicable law of an
                    equivalent dividend on the Exchangeable Shares, and
               B:   subsection 2.1 (b) shall be complied with in connection with
                    such dividend;

          (b)  cause  Merilus   Canada  to  declare   simultaneously   with  the
               declaration  of any  dividend  on  Merilus  USA  Common  Stock an
               equivalent  dividend on the  Exchangeable  Shares and,  when such
               dividend  is paid on Merilus  USA  Common  Stock,  cause  Merilus
               Canada to pay  simultaneously  such  equivalent  dividend  on the
               Exchangeable   Shares,  in  each  case  in  accordance  with  the
               Exchangeable Share Provisions;

          (c)  advise Merilus Canada  sufficiently in advance of the declaration
               by Merilus USA of any  dividend  on Merilus USA Common  Stock and
               take all such other actions as are necessary, in cooperation with
               Merilus Canada,  to ensure that the respective  declaration date,
               record date and payment  date for a dividend on the  Exchangeable
               Shares shall be the same as the record date, declaration date and
               payment date for the corresponding dividend on Merilus USA Common
               Stock and that such  dividend  on the  Exchangeable  Shares  will
               correspond  with any  requirement of the principal stock exchange
               on which the Exchangeable Shares are listed;

          (d)  ensure that the record date for any dividend  declared on Merilus
               USA  Common  Stock is not less than ten  Business  Days after the
               declaration date for such dividend;

          (e)  take all such actions and do all such things as are  necessary or
               desirable to enable and permit Merilus Canada, in accordance with
               applicable law, to pay and otherwise perform its obligations with
               respect to the satisfaction of the Liquidation  Amount in respect
               of  each  issued  and  outstanding   Exchangeable  Share  on  the
               liquidation,  dissolution  or winding-up of Merilus Canada or any
               other  distribution  of the  assets  of  Merilus  Canada  for the
               purpose of winding-up its affairs,  including without  limitation
               all  such  actions  and  all  such  things  as are  necessary  or
               desirable  to enable  and  permit  Merilus  Canada to cause to be
               delivered  shares of Merilus  USA Common  Stock to the holders of
               Exchangeable  Shares in accordance with the provisions of Article
               5 of the Exchangeable Share Provisions;

          (f)  take all such actions and do all such things as are  necessary or
               desirable to enable and permit Merilus Canada, in accordance with
               applicable law, to pay and otherwise perform its obligations with
               respect  to the  satisfaction  of the  Retraction  Price  and the
               Redemption Price,  including without  limitation all such actions
               and all such things as are  necessary  or desirable to enable and
               permit Merilus Canada to cause to be delivered  shares of Merilus
               USA Common Stock to the holders of  Exchangeable  Shares,  on the
               retraction or redemption of the Exchangeable Shares in accordance
               with the provisions of Article 6 or Article 7 of the Exchangeable
               Share Provisions, as the case may be; and

          (g)  not  exercise  its vote as a direct or  indirect  shareholder  to
               initiate the voluntary liquidation,  dissolution or winding-up of
               Merilus  Canada  nor take any  action or omit to take any  action
               that is designed  to result in the  liquidation,  dissolution  or
               winding-up of Merilus Canada.

         2.2  Segregation  of Funds.  Merilus USA will cause  Merilus  Canada to
deposit a  sufficient  amount of funds in a separate  account  and  segregate  a
sufficient  amount of such assets and other  property as is  necessary to enable
Merilus Canada to pay or otherwise satisfy the applicable dividends, Liquidation
Amount,  Retraction  Price or Redemption  Price, in each case for the benefit of
holders from time to time of the  Exchangeable  Shares,  and Merilus Canada will
use such funds,  assets and other  property so  segregated  exclusively  for the
payment of dividends and the payment or other  satisfaction  of the  Liquidation
Amount, the Retraction Price or the Redemption Price, as applicable,  net of any
corresponding  withholding  tax  obligations  and  for  the  remittance  of such
withholding tax obligations.


                                       109

<PAGE>



         2.3  Reservation  of Shares of Merilus  USA Common  Stock.  Merilus USA
hereby represents,  warrants and covenants that it has irrevocably  reserved for
issuance and will at all times keep available,  free from  pre-emptive and other
rights,  out of its authorized and unissued  capital stock such number of shares
of Merilus USA Common Stock (or other shares or  securities  into which  Merilus
USA Common Stock may be  reclassified  or changed as contemplated by section 2.7
hereof)  (i) as is equal to the sum of (A) the  number  of  Exchangeable  Shares
issued  and  outstanding  from time to time and (B) the  number of  Exchangeable
Shares  issuable on the  exercise of all rights to acquire  Exchangeable  Shares
outstanding  from time to time and (ii) as are now and may hereafter be required
to enable and permit Merilus Canada to meet its obligations hereunder, under the
Voting and Exchange Trust Agreement, under the Exchangeable Share Provisions and
under any other  security  or  commitment  pursuant to the  Reorganization  with
respect to which Merilus USA may now or hereafter be required to issue shares of
Merilus USA Common Stock.

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

         (a)      immediately, in the event of any determination by the Board of
                  Directors  of Merilus  Canada to take any action  which  would
                  require  a vote of the  holders  of  Exchangeable  Shares  for
                  approval;
         (b)      immediately,  on the earlier of (i) receipt by Merilus  Canada
                  of notice of, and (ii) Merilus Canada 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 Merilus  Canada or to effect any
                  other  distribution  of the assets of Merilus Canada among its
                  shareholders for the purpose of winding-up its affairs;
         (c)      immediately, on receipt by Merilus Canada of a Retraction
                  Request (as defined in the  Exchangeable Share Provisions);
         (d)      at least  130  days  prior to any  Automatic  Redemption  Date
                  determined  by the Board of  Directors  of  Merilus  Canada in
                  accordance  with  clause (b) of the  definition  of  Automatic
                  Redemption Date in the Exchangeable Share Provisions;
         (e)      as soon as practicable on the issuance by Merilus Canada of
                  any Exchangeable Shares or rights to acquire Exchangeable
                  Shares; and
         (f)      in the event of any determination by the Board of Directors of
                  Merilus Canada to institute voluntary liquidation, dissolution
                  or winding-up proceedings with respect to Merilus Canada or to
                  effect any other  distribution of the assets of Merilus Canada
                  among its  shareholders  for the  purpose  of  winding-up  its
                  affairs, at least 60 days prior to the proposed effective date
                  of  such   liquidation,   dissolution,   winding-up  or  other
                  distribution.

         2.5 Delivery of Shares of Merilus USA Common Stock.  In  furtherance of
its obligations hereunder,  on notice of any event which requires Merilus Canada
to cause to be  delivered  shares of Merilus  USA Common  Stock to any holder of
Exchangeable Shares, Merilus USA shall forthwith issue and deliver the requisite
shares of Merilus  USA Common  Stock to or to the order of the former  holder of
the surrendered  Exchangeable  Shares, as Merilus Canada shall direct.  All such
shares of  Merilus  USA  Common  Stock  shall be duly  issued as fully  paid and
non-assessable  and  shall be free and clear of any  lien,  claim,  encumbrance,
security interest or adverse claim or interest.

         2.6      Equivalence.

         (a)      Merilus USA will not without the prior approval of the holders
                  of the Exchangeable Shares:
                  (i)     issue or distribute shares of Merilus USA Common Stock
                           (or securities exchangeable for
                           or  convertible  into or  carrying  rights to acquire
                           shares of Merilus USA Common Stock) to the holders of
                           all or  substantially  all of  the  then  outstanding
                           shares of Merilus  USA  Common  Stock by way of stock
                           dividend or other distribution; or
                  (ii)     issue or  distribute  rights,  options or warrants to
                           the holders of all or  substantially  all of the then
                           outstanding   shares  of  Merilus  USA  Common  Stock
                           entitling them to subscribe for or to purchase shares
                           of   Merilus   USA   Common   Stock  (or   securities
                           exchangeable  for or  convertible  into  or  carrying
                           rights  to  acquire  shares  of  Merilus  USA  Common
                           Stock); or

                                       110

<PAGE>



                  (iii)    issue  or   distribute  to  the  holders  of  all  or
                           substantially  all of the then outstanding  shares of
                           Merilus USA Common Stock (A) shares or  securities of
                           Merilus  USA of any  class  other  than  Merilus  USA
                           Common Stock (other than shares  convertible  into or
                           exchangeable for or carrying rights to acquire shares
                           of Merilus USA Common Stock), (B) rights,  options or
                           warrants  other than those  referred to in subsection
                           2.6 (a) (ii) above,  (C) evidences of indebtedness of
                           Merilus USA or (D) assets of Merilus USA;
                  unless,  one or both of  Merilus  USA and  Merilus  Canada  is
                  permitted  under  applicable  law to issue or  distribute  the
                  economic  equivalent  on a per  share  basis  of such  rights,
                  options,   warrants,    securities,   shares,   evidences   of
                  indebtedness   or  other   assets  to  the   holders   of  the
                  Exchangeable  Shares,  and  one or  both  of  Merilus  USA and
                  Merilus   Canada  shall  issue  or  distribute   the  economic
                  equivalent  on a per  share  basis  of such  rights,  options,
                  warrants,  securities,  shares,  evidences of  indebtedness or
                  other assets simultaneously to the holders of the Exchangeable
                  Shares.
         (b)      Merilus USA will not without the prior approval of the holders
                  of the Exchangeable Shares:
                  (i)      subdivide, redivide or change the then outstanding
                           shares of Merilus USA Common
                           Stock into a greater  number of shares of Merilus USA
                           Common Stock; or
                 (ii)      reduce, combine or consolidate or change the then
                           outstanding shares of Merilus USA Common  Stock  into
                           a  lesser  number  of  shares  of Merilus USA Common
                           Stock;  or
                 (iii)     reclassify or otherwise change the shares of Merilus
                           USA Common Stock or effect an amalgamation, merger,
                           reorganization or other transaction involving or
                           affecting the  shares of Merilus USA Common Stock;
                  unless,  Merilus Canada is permitted  under  applicable law to
                  simultaneously  make  the same or an  economically  equivalent
                  change  to,  or  in  the  rights  of  the   holders   of,  the
                  Exchangeable   Shares,   and  the  same  or  an   economically
                  equivalent change is simultaneously  made to, or in the rights
                  of the holders of, the Exchangeable Shares.
         (c)      Merilus  USA will  ensure  that the record  date for any event
                  referred  to in section  2.6 (a) or 2.6 (b)  above,  or (if no
                  record date is applicable  for such event) the effective  date
                  for any such event,  is not less than 10  Business  Days after
                  the date on which  such  event is  declared  or  announced  by
                  Merilus USA (with  simultaneous  notice thereof to be given by
                  Merilus USA to Merilus Canada).

         2.7  Tender  Offers,  Etc.  In the  event  that a tender  offer,  share
exchange offer, issuer bid, take-over bid or similar transaction with respect to
Merilus USA Common  Stock (an "Offer") is proposed by Merilus USA or is proposed
to Merilus USA or its  shareholders and is recommended by the Board of Directors
of Merilus USA, or is otherwise  effected or to be effected  with the consent or
approval of the Board of Directors of Merilus  USA,  Merilus USA shall,  in good
faith,  take all  such  actions  and do all  such  things  as are  necessary  or
desirable to enable and permit holders of Exchangeable  Shares to participate in
such  Offer to the same  extent  and on an  equivalent  basis as the  holders of
shares of Merilus USA Common Stock, without discrimination,  including,  without
limiting the  generality of the  foregoing,  Merilus USA will use its good faith
efforts  expeditiously  to (and shall, in the case of a transaction  proposed by
Merilus USA or where Merilus USA is a participant  in the  negotiation  thereof)
ensure that holders of  Exchangeable  Shares may  participate in all such Offers
without being required to retract  Exchangeable Shares as against Merilus Canada
(or, if so required,  to ensure that any such retraction shall be effective only
on, and shall be conditional on, the closing of the Offer and only to the extent
necessary to tender or deposit to the Offer).

         2.8  Ownership of  Outstanding  Shares.  Without the prior  approval of
Merilus Canada and the prior approval of the holders of the Exchangeable  Shares
given in  accordance  with Section 10.2 of the  Exchangeable  Share  Provisions,
Merilus USA covenants and agrees in favor of Merilus Canada that, as long as any
outstanding  Exchangeable  Shares are owned by any  person or entity  other than
Merilus  USA or any of its  Subsidiaries,  Merilus  USA will be and  remain  the
direct or indirect  beneficial owner of all issued and outstanding common shares
of Merilus  Canada.  Notwithstanding  the foregoing,  this Section 2.8 shall not
require  Merilus USA to own the common shares of Merilus Canada longer than that
date which is three years following the date hereof.

         2.9 Merilus USA Not to Vote Exchangeable Shares.  Merilus USA covenants
and agrees that it will  appoint and cause to be  appointed  proxy  holders with
respect to all Exchangeable  Shares held by Merilus USA and its Subsidiaries for
the sole purpose of attending each meeting of holders of Exchangeable  Shares in
order to be counted as part of the quorum  for each such  meeting.  Merilus  USA
further covenants and agrees that it will not, and

                                       111

<PAGE>



will cause its  Subsidiaries  not to,  exercise  any voting  rights which may be
exercisable by holders of Exchangeable  Shares from time to time pursuant to the
Exchangeable  Share  Provisions  or pursuant to the  provisions  of the Act with
respect to any Exchangeable  Shares held by it or by its Subsidiaries in respect
of any matter considered at any meeting of holders of Exchangeable Shares.

         2.10 Rule 10b-18  Purchases.  For certainty,  nothing contained in this
agreement,  including without limitation the obligation of Merilus USA contained
in  section  2.7 of this  agreement,  will limit the  ability of Merilus  USA or
Merilus  Canada to make a "Rule  10b-18  Purchase"  of Merilus USA Common  Stock
pursuant to Rule 10b- 18 of the United  States  Securities  and  Exchange Act of
1934, as amended.

         2.11 Due  Performance.  On and after the  Effective  Date,  Merilus USA
shall duly and timely perform all of its obligations  provided for in connection
with the  Reorganization  Agreement and the Articles of Incorporation of Merilus
Canada,  including  any  obligations  that may arise on the  exercise of Merilus
USA's rights under the Exchangeable Share Provisions.

3.0      GENERAL.

         3.1 Term.  This agreement  shall come into force and be effective as of
the date  hereof and shall  terminate  and be of no further  force and effect at
such time as no Exchangeable Shares (or securities or rights convertible into or
exchangeable for or carrying rights to acquire  Exchangeable Shares) are held by
any party other than Merilus USA and any of its Subsidiaries.

         3.2   Changes  in  Capital  of   Merilus   USA  and   Merilus   Canada.
Notwithstanding  the  provisions  of section 3.4 hereof,  at all times after the
occurrence  of any event  effected  pursuant to section 2.6 or 2.7 hereof,  as a
result of which either  Merilus USA Common Stock 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 Merilus USA Common Stock or
the Exchangeable Shares or both are so changed,  and the parties hereto shall as
soon as possible  execute and deliver an agreement in writing  giving  effect to
and evidencing such necessary amendments and modifications.

         3.3  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 this  agreement  shall be  carried  out as  nearly as  possible  in
accordance with its original terms and conditions.

         3.4 Amendments,  Modifications, Etc. This agreement may not be amended,
modified or waived except by an agreement in writing  executed by Merilus Canada
and  Merilus  USA and  approved  by the  holders of the  Exchangeable  Shares in
accordance with Section 10.2 of the Exchangeable Share Provisions.

         3.5 Ministerial  Amendments.  Notwithstanding the provisions of section
3.4, the parties to this agreement may in writing,  at any time and from time to
time, without the approval of the holders of the Exchangeable  Shares,  amend or
modify this agreement for the purposes of:

         (a)      adding to the covenants of either or both parties for the
                  protection of the holders of the  Exchangeable Shares;
         (b)      making such amendments or modifications  not inconsistent with
                  this  agreement as may be necessary or desirable  with respect
                  to matters or questions  which, in the opinion of the board of
                  directors of each of Merilus Canada and Merilus USA, it may be
                  expedient to make,  provided that each such board of directors
                  shall be of the opinion that such amendments or  modifications
                  will not be prejudicial to the interests of the holders of the
                  Exchangeable Shares; or
         (c)      making such  changes or  corrections  which,  on the advice of
                  counsel to Merilus  Canada and Merilus  USA,  are required for
                  the purpose of curing or correcting any ambiguity or defect or
                  inconsistent  provision  or  clerical  omission  or mistake or
                  manifest error; provided that the boards of

                                       112

<PAGE>



                  directors  of each of Merilus  Canada and Merilus USA shall be
                  of the opinion  that such changes or  corrections  will not be
                  prejudicial   to  the   interests   of  the   holders  of  the
                  Exchangeable Shares.

         3.6 Meeting to Consider  Amendments.  Merilus Canada, at the request of
Merilus USA, shall call a meeting or meetings of the holders of the Exchangeable
Shares for the purpose of  considering  any proposed  amendment or  modification
requiring approval of such  shareholders.  Any such meeting or meetings shall be
called  and  held  in  accordance  with  the  by-laws  of  Merilus  Canada,  the
Exchangeable Share Provisions and all Applicable Laws.

         3.7  Amendments  Only in Writing.  No amendment to or  modification  or
waiver of any of the provisions of this agreement  otherwise permitted hereunder
shall be  effective  unless  made in writing  and signed by both of the  parties
hereto.

         3.8  Inurement  This  agreement  shall be  binding  on and inure to the
benefit  of  the  parties  hereto  and  the  holders,  from  time  to  time,  of
Exchangeable Shares and each of their respective heirs, successors and assigns.

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

         (a)      if to Merilus USA, to:

                           Venture Law Corporation
                           688 West Hastings Street, Suite 618
                           Vancouver, BC, V6B 1P1
                           Attention: Alixe B. Cormick
                           Telephone No.: (604) 659-9188
                           Facsimile No.: (604) 659-9178

         (b)      if to Merilus, to:

                           Merilus Technologies Inc.
                           #37, 46165 Yale Road
                           Chilliwack, British Columbia
                           Attn: Dana Epp
                           Telephone No.: (604) 792-0100
                           Facsimile No.: (604) 792-0911

                  and copies to:

                           Sliman, Stander & Company
                           Barristers & Solicitors
                           204-45389 Luckakuck Way
                           Chilliwack, British Columbia V2R 3C7
                           Attn: Bruce Davies
                           Telephone No.: (604) 824-7777
                           Facsimile No.: (604) 824-7770

                  and to:

                           Nexus Venture Capital Lawyers
                           3400 - 666 Burrard Street
                           Vancouver, British Columbia V6C 2X8
                           Attn: Paul Visosky

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<PAGE>



                           Telephone No.: (604) 639-3131
                           Facsimile No.: (604) 639-2803

                  and to:

                           Ogden Murphy Wallace, P.L.L.C.
                           1601 Fifth Avenue, Suite 2100
                           Seattle, WA 98101
                           Attn: Shea Wilson and Derek Woolston
                           Telephone No.: (206) 447-7000
                           Facsimile No.: (206) 447-0215

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

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

         3.11  Jurisdiction.  This agreement  shall be construed and enforced in
accordance  with the laws of the  Province of British  Columbia  and the federal
laws of Canada applicable therein.

         3.12  Attornment.  Merilus  USA agrees  that any  action or  proceeding
arising out of or relating to this  agreement may be instituted in the courts of
the Province of British Columbia,  waives any objection which it may have now or
hereafter to the venue of any such action or proceeding,  irrevocably submits to
the  jurisdiction of such courts in any such action or proceeding,  agrees to be
bound by any  judgment of such courts and not to seek,  and hereby  waives,  any
review  of  the  merits  of  any  such  judgment  by the  courts  of  any  other
jurisdiction and hereby appoints Merilus Canada at its registered  office in the
Province of British Columbia as Merilus USA's attorney for service of process.

                  IN WITNESS WHEREOF, Merilus USA and Merilus Canada have caused
this  agreement  to be  signed  by their  respective  officers  thereunder  duly
authorized, all as of the date first written above.


MERILUS TECHNOLOGIES INC.                     MERILUS USA, INC.




By:_____________________________              By:___________________________
Name: Dana Epp                                Name: Xenios Xenopoulous
Title: Chief Executive Officer and            Title: President



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                                    EXHIBIT E

                       VOTING AND EXCHANGE TRUST AGREEMENT

     THIS VOTING AND  EXCHANGE  TRUST  AGREEMENT  is entered into as of November
____ , 2000, by and between  Merilus USA, Inc., a Nevada  corporation  ("Merilus
USA"),  Merilus  Technologies  Inc., a British  Columbia  corporation  ("Merilus
Canada"),   and  Interwest   Transfer  Company,   Inc.,  a  U.S.  trust  company
("Trustee").

         WHEREAS:

         A.  Pursuant to an  Agreement  and Plan of  Reorganization  dated as of
October ___, 2000 (the  "Reorganization  Agreement"),  among Merilus USA, 613636
British  Columbia,  Inc., a wholly owned  subsidiary of Merilus USA, and Merilus
Canada,  the parties agreed that on the closing of the transaction  contemplated
under the Reorganization Agreement, Merilus USA and Merilus Canada would execute
and  deliver a Voting and  Exchange  Trust  Agreement  containing  the terms and
conditions set forth in an Exhibit to the Reorganization Agreement together with
such  other  terms and  conditions  as may be agreed  to by the  parties  to the
Reorganization Agreement acting reasonably.

         B.  Pursuant to a  reorganization  of the capital  structure of Merilus
Canada (the  "Reorganization")  contemplated  in the  Reorganization  Agreement,
Merilus Canada issued certain  exchangeable  shares (the "Exchangeable  Shares")
having attached thereto certain rights, privileges,  restrictions and conditions
(collectively, the "Exchangeable Share Provisions").

         C.  Merilus  USA is to provide  voting  rights in  Merilus  USA to each
holder  (other  than  Merilus  USA and its  Subsidiaries)  from  time to time of
Exchangeable  Shares, such voting rights per Exchangeable Share to be equivalent
to the voting rights per share of Merilus USA Common Stock.

         D.  Merilus USA is to grant to and in favor of the holders  (other than
Merilus USA and its Subsidiaries)  from time to time of Exchangeable  Shares the
right, in the circumstances set forth herein, to require Merilus USA to purchase
from each such  holder all or any part of the  Exchangeable  Shares  held by the
holder.

         E. The parties desire to make appropriate  provision and to establish a
procedure  whereby  voting rights in Merilus USA will be  exercisable by holders
(other than Merilus USA and its Subsidiaries)  from time to time of Exchangeable
Shares by and through the  Trustee,  which will hold legal title to one share of
Merilus USA Special  Voting Stock (the  "Merilus USA Special  Voting  Stock") to
which  voting  rights  attach for the  benefit of such  holders  and whereby the
rights to require Merilus USA to purchase  Exchangeable  Shares from the holders
thereof  (other than Merilus USA and its  Subsidiaries)  will be  exercisable by
such  holders  from  time to time of  Exchangeable  Shares  by and  through  the
Trustee,  which will hold  legal  title to such  rights for the  benefit of such
holders.

         F.       These recitals and any statements of fact in this agreement
are made by Merilus USA and Merilus Canada and not by the Trustee.

                  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:

         1.0      DEFINITIONS AND INTERPRETATION.

         1.1 Defined Terms.  Each term denoted herein by initial capital letters
and not otherwise defined herein will have the meaning attributed thereto in the
rights, privileges, restrictions and conditions (collectively, the "Exchangeable
Share Provisions") attaching to the Exchangeable Shares attached as Exhibit A to
the Merger Agreement.  In addition,  the following terms will have the following
meanings:

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<PAGE>
         "Aggregate  Equivalent Vote Amount" means,  with respect to any matter,
proposition  or  question  on which  holders  of Merilus  USA  Common  Stock are
entitled to vote,  consent or  otherwise  act,  the product of (i) the number of
shares  of  Exchangeable  Shares  issued  and  outstanding  and held by  Holders
multiplied by (ii) the Equivalent Vote Amount.

         "Automatic  Exchange  Rights"  means the benefit of the  obligation  of
Merilus  USA to effect the  automatic  exchange  of shares of Merilus USA Common
Stock for Exchangeable Shares pursuant to Section 5.12 hereof.

         "Board of Directors" means the Board of Directors of Merilus Canada.

         "Business  Day" has the  meaning  provided  in the  Exchangeable  Share
Provisions.

         "Merilus USA Common Stock" has the meaning provided in the Exchangeable
Share Provisions.

         "Merilus USA Consent" has the meaning provided in Section 4.2 hereof.

         "Merilus USA Meeting" has the meaning provided in Section 4.2 hereof.

         "Merilus  USA Special  Voting  Stock" has the  meaning  provided in the
recitals hereto.

         "Merilus USA Successor" has the meaning provided in subsection 11. 1
(a) hereof.

         "Equivalent Vote Amount" means, with respect any matter, proposition or
question  on which  holders of Merilus  USA Common  Stock are  entitled to vote,
consent or otherwise  act, the number of votes to which a holder of one share of
Merilus USA Common Stock is entitled with respect to such matter, proposition or
question.

         "Exchange Put Right" has the meaning provided in the Exchangeable Share
Provisions.

         "Exchange Right" has the meaning provided in Article 5 hereof.

         "Exchangeable  Share  Consideration"  has the  meaning  provided in the
Exchangeable Share Provisions.

         "Exchangeable Share Price" has the meaning provided in the Exchangeable
Share Provisions.

         "Exchangeable  Share  Provisions"  has  the  meaning  provided  in  the
recitals hereto.

         "Exchangeable Shares" has the meaning provided in the recitals hereto.

         "Holder Votes" has the meaning provided in Section 4.2 hereof.

         "Holders"   means  the   registered   holders  from  time  to  time  of
Exchangeable Shares, other than Merilus USA and its Subsidiaries.

         "Insolvency  Event"  means the  institution  by  Merilus  Canada of any
proceeding  to be  adjudicated  a bankrupt or  insolvent  or to be  dissolved or
wound-up,  or the consent of Merilus  Canada 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 Merilus  Canada to contest in good faith any
such  proceedings  commenced  in  respect of  Merilus  Canada  within 15 days of
becoming  aware  thereof,  or the consent by Merilus Canada to the filing of any
such  petition or to the  appointment  of a  receiver,  or the making by Merilus
Canada of a general assignment for the benefit of creditors, or the admission in
writing by Merilus  Canada of its  inability to pay its debts  generally as they
become

                                       116

<PAGE>



due, or Merilus Canada's not being permitted,  pursuant to liquidity or solvency
requirements  of  applicable  law, to redeem any  Retracted  Shares  pursuant to
Section 6.6 of the Exchangeable Share Provisions.

         "Liquidation  Call Right" has the meaning  provided in the Exchangeable
Share Provisions.

         "Liquidation  Event" has the  meaning  provided in  subsection  5.12(b)
hereof.

         "Liquidation   Event  Effective  Time"  has  the  meaning  provided  in
subsection 5.12(c) hereof.

         "List" has the meaning provided in Section 4.6 hereof.

         "Officer's  Certificate"  means, with respect to Merilus USA or Merilus
Canada,  as the case may be, a certificate  signed by any one of the Chairman of
the Board,  the  Vice-Chairman  of the Board (if there be one), the President or
any Vice-President of Merilus USA or Merilus Canada, as the case may be.

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

         "Redemption  Call Right" has the meaning  provided in the  Exchangeable
Share Provisions.

         "Reorganization" has the meaning provided in the recitals hereto.

         "Retracted Shares" has the meaning provided in Section 5.7 hereof.

         "Retraction  Call Right" has the meaning  provided in the  Exchangeable
Share Provisions.

         "Subsidiary"  has  the  meaning  provided  in  the  Exchangeable  Share
Provisions.

         "Support  Agreement"  means that certain  support  agreement made as of
even date hereof by and between Merilus USA and Merilus Canada.

         "Trust" means the trust created by this agreement.

         "Trust  Estate"  means the  Voting  Share,  any other  securities,  the
Exchange Put Right,  the Exchange Right,  the Automatic  Exchange Rights and any
money or other  property  which  may be held by the  Trustee  from  time to time
pursuant to this agreement.

         "Trustee" means Interwest Transfer Company, Inc. and, subject to the
provisions of Article 10 hereof, includes any successor trustee or permitted
assigns.

         "Voting Rights" means the voting rights attached to the Voting Share.

         "Voting Share" means the one share of Merilus USA Special Voting Stock,
U.S.  $0.01 par value,  issued by Merilus USA to and deposited with the Trustee,
which  entitles the holder of record to a number of votes at meetings of holders
of Merilus USA Common Stock equal to the Aggregate Equivalent Vote Amount.

         1.2 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 will not affect the  construction  or
interpretation of this agreement.

         1.3      Number, Gender, Etc. Words importing the singular number only
will include the plural and vice versa. Words importing the use of any gender
will include all genders.


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         1.4 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  will be
required to be taken on the next succeeding Business Day.

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

         2.0      PURPOSE OF AGREEMENT.

         The purpose of this agreement is to create the Trust for the benefit of
the Holders, as herein provided. The Trustee will hold the Voting Share in order
to enable the Trustee to exercise  the Voting  Rights and will hold the Exchange
Put Right,  the Exchange  Right and the  Automatic  Exchange  Rights in order to
enable the Trustee to exercise  such rights,  in each case as trustee for and on
behalf of the Holders as provided in this agreement.

         3.0      VOTING SHARE.

         3.1 Issuance  and  Ownership  of the Voting  Share.  Merilus USA hereby
issues to and deposits with the Trustee the Voting Share to be hereafter held of
record by the  Trustee  as  trustee  for and on behalf  of,  and for the use and
benefit of, the Holders and in accordance with the provisions of this agreement.
Merilus USA hereby  acknowledges  receipt from the Trustee as trustee for and on
behalf of the  Holders  of good and  valuable  consideration  (and the  adequacy
thereof)  for the  issuance of the Voting  Share by Merilus USA to the  Trustee.
During  the term of the Trust and  subject to the terms and  conditions  of this
agreement,  the Trustee will possess and be vested with full legal  ownership of
the Voting  Share and will be entitled to exercise  all of the rights and powers
of an owner with respect to the Voting Share, provided that the Trustee will:

         (a)      hold the Voting Share and the legal title thereto as trustee
                  solely for the use and benefit of the  Holders 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 Voting Share,  and the Voting Share will 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.

         3.2  Legended  Share  Certificates.  Merilus  Canada  will  cause  each
certificate  representing  Exchangeable  Shares  to bear an  appropriate  legend
notifying the Holders of their right to instruct the Trustee with respect to the
exercise of the Voting Rights with respect to the Exchangeable  Shares held by a
Holder.

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

         4.0      EXERCISE OF VOTING RIGHTS.

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

         4.2 Number of Votes.  With respect to all meetings of  stockholders  of
Merilus USA at which  holders of shares of Merilus USA Common Stock are entitled
to vote (a "Merilus  USA  Meeting")  and with  respect to all  written  consents
sought by Merilus USA from its  stockholders  including the holders of shares of
Merilus USA

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<PAGE>



Common Stock (a "Merilus USA Consent"), each Holder will be entitled to instruct
the Trustee to cast and exercise,  in the manner  instructed,  a number of votes
equal to the Equivalent Vote Amount for each Exchangeable  Share owned of record
by such Holder on the record date  established  by Merilus USA or by  applicable
law for such  Merilus USA Meeting or Merilus  USA  Consent,  as the case may be,
(the "Holder  Votes") in respect of each matter,  question or  proposition to be
voted on at such Merilus USA Meeting or to be consented  to in  connection  with
such Merilus USA Consent.

         4.3 Mailings to Shareholders.  With respect to each Merilus USA Meeting
and  Merilus  USA  Consent,  the  Trustee  will mail or cause to be  mailed  (or
otherwise   communicate   in  the  same  manner  as  Merilus  USA   utilizes  in
communications to holders of Merilus USA Common Stock,  subject to the Trustee's
ability to provide this method of communication  and on being advised in writing
of such method) to each of the Holders  named in the List on the same day as the
initial mailing or notice (or other communication) with respect thereto is given
by Merilus USA 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
               Merilus USA;

          (b)  a statement  that such Holder is entitled to instruct the Trustee
               as to the  exercise  of the  Holder  Votes  with  respect to such
               Merilus USA Meeting or Merilus USA  Consent,  as the case may be,
               or,  pursuant to Section 4.7 hereof,  to attend such  Merilus USA
               Meeting and to exercise personally the Holder Votes thereat;

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

               (i)  a proxy to such Holder or such Holder's designee to exercise
                    personally the Holder Votes; or

               (ii) a proxy to a designated agent or other representative of the
                    management of Merilus USA to exercise such Holder Votes;

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

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

          (f)  a statement of:

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

                  The materials  referred to above are to be provided by Merilus
USA to the Trustee, but will be subject to review and comment by the Trustee.

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

                  4.4  Copies  of  Stockholder  Information.  Merilus  USA  will
deliver to the  Trustee  copies of all proxy  materials,  (including  notices of
Merilus USA Meetings, but excluding proxies to vote shares of Merilus USA Common
Stock),  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 Merilus USA

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<PAGE>



Common Stock in sufficient quantities and in sufficient time so as to enable the
Trustee  to  send  those  materials  to each  Holder  at the  same  time as such
materials  are first sent to holders of Merilus  USA Common  Stock.  The Trustee
will mail or  otherwise  send to each  Holder,  at the  expense of Merilus  USA,
copies of all such  materials  (and all materials  specifically  directed to the
Holders  or to the  Trustee  for the  benefit of the  Holders  by  Merilus  USA)
received by the Trustee from Merilus USA at the same time as such  materials are
first sent to holders of Merilus USA Common Stock.  The Trustee will make copies
of all such  materials  available for  inspection by any Holder at the Trustee's
principal transfer office in the cities of Calgary and Toronto.

         4.5 Other  Materials.  Immediately  after receipt by Merilus USA or any
stockholder  of  Merilus  USA of any  material  sent or given  generally  to the
holders of Merilus USA Common Stock 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),  Merilus USA will use its reasonable best efforts to
obtain and deliver to the Trustee copies thereof in sufficient  quantities so as
to enable  the  Trustee  to  forward  such  material  (unless  the same has been
provided  directly  to Holders by such  third  party) to each  Holder as soon as
possible  thereafter.  As soon as practicable after receipt thereof, the Trustee
will mail or  otherwise  send to each  Holder,  at the  expense of Merilus  USA,
copies of all such  materials  received by the Trustee  from  Merilus  USA.  The
Trustee will also make copies of all such materials  available for inspection by
any Holder at the Trustee's  principal  transfer office in the cities of Calgary
and Toronto.

         4.6 List of Persons Entitled to Vote. Merilus Canada will, (i) prior to
each  annual,  general  or special  Merilus  USA  Meeting or the  seeking of any
Merilus USA Consent and (ii)  forthwith  on each request made at any time by the
Trustee in  writing,  prepare  or cause to be  prepared a list (a "List") of the
names and addresses of the Holders  arranged in  alphabetical  order and showing
the number of  Exchangeable  Shares held of record by each such Holder,  in each
case at the close of  business  on the date  specified  by the  Trustee  in such
request  or, in the case of a List  prepared  in  connection  with a Merilus USA
Meeting or a Merilus  USA  Consent,  at the close of business on the record date
established  by Merilus USA or pursuant to applicable  law for  determining  the
holders of Merilus USA Common Stock entitled to receive notice of and/or to vote
at such Merilus USA Meeting or to give consent in  connection  with such Merilus
USA  Consent.  Each such List will be delivered  to the Trustee  promptly  after
receipt by Merilus Canada of such request or the record date for such meeting or
seeking of consent,  as the case may be, and in any event within sufficient time
as to enable the  Trustee  to  perform  its  obligations  under this  agreement.
Merilus USA agrees to give  Merilus  Canada  written  notice (with a copy to the
Trustee) of the calling of any Merilus USA Meeting or the seeking of any Merilus
USA 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
Merilus Canada to perform its obligations under this Section 4.6.

         4.7 Entitlement to Direct Votes. Any Holder named in a List prepared in
connection  with any Merilus  USA  Meeting or any  Merilus  USA Consent  will be
entitled  (i) to  instruct  the Trustee in the manner  described  in Section 4.3
hereof with  respect to the exercise of the Holder Votes to which such Holder is
entitled or (ii) 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 Holder Votes to which such Holder is entitled.

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

         (a)      In  connection  with each  Merilus USA Meeting and Merilus USA
                  Consent,  the Trustee  will  exercise,  either in person or by
                  proxy,  in accordance  with the  instructions  received from a
                  Holder pursuant to Section 4.3 hereof,  the Holder Votes as to
                  which  such  Holder is  entitled  to  direct  the vote (or any
                  lesser   number   thereof   as  may  be  set   forth   in  the
                  instructions);    provided,   however,   that   such   written
                  instructions are received by the Trustee from the Holder prior
                  to  the  time  and  date  fixed  by it  for  receipt  of  such
                  instructions  in the notice given by the Trustee to the Holder
                  pursuant to Section 4.3 hereof.
         (b)      The Trustee will cause such  representatives  as are empowered
                  by it to sign and deliver,  on behalf of the Trustee,  proxies
                  for Voting  Rights to attend  each  Merilus  USA  Meeting.  On
                  submission  by a Holder (or its  designee)  of  identification
                  satisfactory to the Trustee's representatives, and at the

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<PAGE>



                  Holder's request,  such  representatives will sign and deliver
                  to  such  Holder  (or  its   designee)  a  proxy  to  exercise
                  personally  the  Holder  Votes  as to  which  such  Holder  is
                  otherwise  entitled  hereunder  to direct  the  vote,  if such
                  Holder either:

               (i)  has not previously given the Trustee  instructions  pursuant
                    to Section 4.3 hereof in respect of such meeting, or

               (ii) submits to the Trustee's  representatives written revocation
                    of any such previous instructions.

                  At such meeting,  the Holder exercising such Holder Votes will
have the same  rights as the  Trustee to speak at the  meeting in respect of any
matter,  question  or  proposition,  to vote by way of ballot at the  meeting in
respect of any matter,  question or  proposition  and to vote at such meeting by
way of a show of hands in respect of any matter, question or proposition.

         4.9  Distribution  of Written  Materials.  Any written  materials to be
distributed  by the Trustee to the Holders  pursuant to this  agreement  will be
delivered  or sent by mail (or  otherwise  communicated  in the same  manner  as
Merilus USA  utilizes in  communications  to holders of Merilus USA Common Stock
subject to the Trustee's  ability to provide this method of communication and on
being  advised in writing of such method) to each Holder at its address as shown
on the books of Merilus  Canada .  Merilus  Canada  will  provide or cause to be
provided to the Trustee for this purpose,  on a timely basis and without  charge
or other expense:

          (a)  current lists of the Holders; and

          (b)  on the  request  of the  Trustee,  mailing  labels to enable  the
               Trustee to carry out its duties under this agreement.

                  The materials  referred to above are to be provided by Merilus
Canada to the Trustee, but will be subject to review and comment by the Trustee.

         4.10 Termination of Voting Rights.  Except as otherwise provided herein
or in the  Exchangeable  Share  Provisions,  all of the rights of a Holder  with
respect to the Holder Votes  exercisable in respect of the  Exchangeable  Shares
held by such  Holder,  including  the right to  instruct  the  Trustee as to the
voting  of or to  vote  personally  such  Holder  Votes,  will be  deemed  to be
surrendered  by the Holder to Merilus  USA, and such Holder Votes and the Voting
Rights  represented  thereby  will cease  immediately,  on the  delivery by such
Holder to the Trustee of the certificates  representing such Exchangeable Shares
in  connection  with the exercise by the Holder of the Exchange Put Right or the
Exchange  Right or the  occurrence  of the  automatic  exchange of  Exchangeable
Shares for shares of Merilus USA Common Stock,  as specified in Article 5 hereof
(unless in any case Merilus USA will not have delivered the  Exchangeable  Share
Consideration  deliverable  in exchange  therefor to the Trustee for delivery to
the Holders),  or on the redemption of Exchangeable Shares pursuant to Article 6
or Article 7 of the Exchangeable  Share Provisions,  or on the effective date of
the  liquidation,  dissolution  or  winding-up  of  Merilus  Canada or any other
distribution  of the assets of Merilus  Canada  among its  shareholders  for the
purpose of  winding up its  affairs  pursuant  to Article 5 of the  Exchangeable
Share  Provisions,  or on the  purchase of  Exchangeable  Shares from the holder
thereof by Merilus USA pursuant to the exercise by Merilus USA of the Retraction
Call Right, the Redemption Call Right or the Liquidation Call Right.

         5.0      EXCHANGE RIGHT AND AUTOMATIC EXCHANGE

     5.1 Grant and  Ownership  of the  Exchange  Put Right,  Exchange  Right and
Automatic  Exchange  Right.  Merilus USA hereby grants to the Trustee as trustee
for and on behalf of, and for the use and benefit of, the Holders:

          (a)  the Exchange Put Right;

          (b)  the right (the  "Exchange  Right"),  on the occurrence and during
               the continuance of an Insolvency Event, to require Merilus USA to
               purchase  from  each  or  any  Holder  all  or  any  part  of the
               Exchangeable Shares held by the Holders; and

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          (c)  the  Automatic  Exchange  Rights,  all  in  accordance  with  the
               provisions  of  this   agreement  and  the   Exchangeable   Share
               Provisions,  as the case may be. Merilus USA hereby  acknowledges
               receipt  from the  Trustee  as  trustee  for and on behalf of the
               Holders  of good and  valuable  consideration  (and the  adequacy
               thereof) for the grant of the  Exchange  Put Right,  the Exchange
               Right and the  Automatic  Exchange  Rights by Merilus  USA to the
               Trustee.  During  the term of the Trust and  subject to the terms
               and conditions of this agreement, the Trustee will possess and be
               vested with full legal  ownership of the Exchange Put Right,  the
               Exchange  Right and the  Automatic  Exchange  Rights  and will be
               entitled  to  exercise  all of the  rights and powers of an owner
               with respect to the Exchange  Put Right,  the Exchange  Right and
               the Automatic Exchange Rights, provided that the Trustee will:

          (d)  hold the Exchange Put Right, the Exchange Right and the Automatic
               Exchange Rights and the legal title thereto as trustee solely for
               the use  and  benefit  of the  Holders  in  accordance  with  the
               provisions of this agreement; and

          (e)  except as  specifically  authorized  by this  agreement,  have no
               power or authority  to exercise or otherwise  deal in or with the
               Exchange Put Right, the Exchange Right or the Automatic  Exchange
               Rights, and the Trustee will not exercise any such rights for any
               purpose  other than the  purposes for which this Trust is created
               pursuant to this agreement.

     5.2 Legended Share Certificates. Merilus Canada will cause each certificate
representing  Exchangeable  Shares to bear an appropriate  legend  notifying the
Holders of:

         (a)      their  right to  instruct  the  Trustee  with  respect  to the
                  exercise of the Exchange  Put Right and the Exchange  Right in
                  respect of the Exchangeable Shares held by a Holder; and
         (b)      the Automatic Exchange Rights.

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

         5.4 Purchase Price.  The purchase price payable by Merilus USA for each
Exchangeable  Share to be  purchased  by Merilus USA (i) under the  Exchange Put
Right will be the amount determined under the Exchangeable Share Provisions; and
(ii) under the Exchange Right will be an amount equal to the Exchangeable  Share
Price on the last  Business  Day prior to the day of closing of the purchase and
sale of such  Exchangeable  Share under the Exchange  Right.  In connection with
each exercise of the Exchange Right,  Merilus USA will provide to the Trustee an
Officer's   Certificate   setting  forth  the   calculation  of  the  applicable
Exchangeable   Share  Price  for  each   Exchangeable   Share.   The  applicable
Exchangeable  Share Price for each such  Exchangeable  Share so purchased may be
satisfied  only by  Merilus  USA's  issuing  and  delivering  or  causing  to be
delivered  to the  Trustee,  on behalf of the relevant  Holder,  the  applicable
Exchangeable Share Consideration  representing the total applicable Exchangeable
Share Price.

         5.5 Exercise  Instructions for Exchange Right. Subject to the terms and
conditions  herein set forth,  a Holder will be entitled,  on the occurrence and
during the  continuance  of an  Insolvency  Event,  to  instruct  the Trustee to
exercise the Exchange Right with respect to all or any part of the  Exchangeable
Shares  registered in the name of such Holder on the books of Merilus Canada. To
cause the exercise of the Exchange Right by the Trustee, the Holder will deliver
to the Trustee,  in person or by certified or registered  mail, at its principal
transfer offices in Calgary,  British  Columbia and Toronto,  Ontario or at such
other places in Canada as the Trustee may from time to time designate by written
notice to the Holders,  the certificates  representing  the Exchangeable  Shares
which such Holder desires Merilus USA 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 applicable law and the by-laws of

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Merilus Canada and such additional  documents and instruments as the Trustee may
reasonably require, together with:

         (a)      a duly  completed  form of notice of exercise of the  Exchange
                  Right,  contained  on  the  reverse  of  or  attached  to  the
                  Exchangeable Share certificates, stating:

                  (i)      that the  Holder  thereby  instructs  the  Trustee to
                           exercise the Exchange Right so as to require  Merilus
                           USA  to  purchase  from  the  Holder  the  number  of
                           Exchangeable Shares specified therein,
                  (ii)     that such  Holder has good title to and owns all such
                           Exchangeable  Shares to be  acquired  by Merilus  USA
                           free and clear of all  liens,  claims,  encumbrances,
                           security interests and adverse claims or interests,
                  (iii)    the  names in  which  the  certificates  representing
                           Merilus USA Common Stock issuable in connection  with
                           the exercise of the Exchange  Right are to be issued,
                           and
                  (iv)     the names and addresses of the persons to whom the
                           Exchangeable Share Consideration should be delivered;
                           and

         (b)      payment (or  evidence  satisfactory  to the  Trustee,  Merilus
                  Canada  and  Merilus  USA of  payment)  of the  taxes (if any)
                  payable as contemplated by Section 5.8 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
Merilus USA under the Exchange  Right, a new certificate for the balance of such
Exchangeable  Shares  will be issued to the  Holder at the  expense  of  Merilus
Canada.

         5.6 Delivery of Exchangeable Share  Consideration;  Effect of Exercise.
Promptly after receipt of the certificates  representing the Exchangeable Shares
which the Holder desires Merilus USA to purchase under the Exchange Put Right or
the Exchange Right (together with such documents and instruments of transfer and
a duly  completed  form of notice of exercise of the  Exchange  Put Right or the
Exchange  Right),  duly  endorsed  for transfer to Merilus USA, the Trustee will
notify Merilus USA and Merilus  Canada of its receipt of the same,  which notice
to Merilus USA and Merilus Canada will  constitute  exercise of the Exchange Put
Right or the  Exchange  Right by the  Trustee  on behalf  of the  Holder of such
Exchangeable  Shares,  and Merilus USA will  immediately  thereafter  deliver or
cause to be  delivered  to the  Trustee,  for  delivery  to the  Holder  of such
Exchangeable  Shares (or to such other persons,  if any, properly  designated by
such Holder),  the Exchangeable  Share  Consideration  deliverable in connection
with the exercise of the Exchange  Put Right or the  Exchange  Right;  provided,
however,  that no  such  delivery  will be made  unless  and  until  the  Holder
requesting  the same will have paid (or provided  evidence  satisfactory  to the
Trustee,  Merilus  Canada and  Merilus USA of the payment of) the taxes (if any)
payable as  contemplated  by Section 5.8 of this  agreement.  Immediately on the
giving  of  notice by the  Trustee  to  Merilus  USA and  Merilus  Canada of the
exercise of the Exchange Put Right or the  Exchange  Right,  as provided in this
Section  5.6,  (i)  the  closing  of  the   transaction  of  purchase  and  sale
contemplated  by the Exchange Put Right or the Exchange  Right will be deemed to
have occurred, (ii) Merilus USA will be required to take all action necessary to
permit  it  to  occur,  including  delivery  to  the  Trustee  of  the  relevant
Exchangeable  Share  Consideration,  no later than the close of  business on the
third Business Day following the receipt by the Trustee of notice,  certificates
and other  documents  as  aforesaid  and (iii) the  Holder of such  Exchangeable
Shares will be deemed to have transferred to Merilus USA all of its right, title
and interest in and to such Exchangeable  Shares and the related interest in the
Trust Estate, will cease to be a holder of such Exchangeable Shares and will not
be entitled to exercise any of the rights of a holder in respect thereof,  other
than the right to receive his  proportionate  part of the total  purchase  price
therefor,  unless such  Exchangeable  Share  Consideration  is not  delivered by
Merilus USA to the Trustee by the date specified above, in which case the rights
of the Holder will remain unaffected until such Exchangeable Share Consideration
is  delivered  by  Merilus  USA  and  any  cheque  included   therein  is  paid.
Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the
Holder will be  considered  and deemed for all  purposes to be the holder of the
shares of Merilus USA Common Stock  delivered to it pursuant to the Exchange Put
Right  or  the  Exchange  Right.   Notwithstanding  the  foregoing,   until  the
Exchangeable Share Consideration is delivered to the Holder, the Holder

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will be deemed to still be a holder of the sold Exchangeable Shares for purposes
of voting rights with respect thereto under this agreement.

         5.7 Exercise of Exchange Right  Subsequent to Retraction.  In the event
that a Holder has exercised its right under Article 6 of the Exchangeable  Share
Provisions to require  Merilus  Canada to redeem any or all of the  Exchangeable
Shares held by the Holder (the  "Retracted  Shares")  and is notified by Merilus
Canada pursuant to Section 6.6 of the Exchangeable Share Provisions that Merilus
Canada will not be permitted as a result of liquidity or solvency  provisions of
applicable  law to redeem all such Retracted  Shares,  subject to receipt by the
Trustee of written  notice to that effect from Merilus  Canada and provided that
Merilus USA will not have  exercised the  Retraction  Call Right with respect to
the Retracted Shares and that the Holder has not revoked the retraction  request
delivered  by the  Holder to  Merilus  Canada  pursuant  to  Section  6.1 of the
Exchangeable  Share Provisions,  the retraction request will constitute and will
be deemed to constitute  notice from the Holder to the Trustee  instructing  the
Trustee to exercise the Exchange  Right with respect to those  Retracted  Shares
which  Merilus  Canada is unable to redeem.  In any such event,  Merilus  Canada
hereby agrees with the Trustee and in favour of the Holder immediately to notify
the Trustee of such prohibition  against Merilus  Canada's  redeeming all of the
Retracted  Shares and  immediately  to forward or cause to be  forwarded  to the
Trustee all relevant  materials  delivered by the Holder to Merilus Canada or to
the transfer agent 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 Trustee will thereon exercise the Exchange Right
with respect to the Retracted  Shares which  Merilus  Canada is not permitted to
redeem and will require  Merilus USA to purchase such shares in accordance  with
the provisions of this Article 5.

         5.8 Stamp or Other Transfer Taxes.  On any sale of Exchangeable  Shares
to Merilus USA  pursuant to the Exchange  Put Right,  the Exchange  Right or the
Automatic  Exchange Rights,  the share certificate or certificates  representing
Merilus USA Common Stock to be delivered as Exchangeable Share  Consideration in
connection  with the payment of the total purchase price therefor will be issued
in the name of the Holder of the Exchangeable Shares so sold or in such names as
such Holder may otherwise  direct in writing without charge to the holder of the
Exchangeable Shares so sold, provided, however, that such Holder:

         (a)      will pay (and  neither  Merilus  USA,  Merilus  Canada nor the
                  Trustee  will be  required  to pay)  any  documentary,  stamp,
                  transfer or other similar taxes that may be payable in respect
                  of any  transfer  involved in the issuance or delivery of such
                  shares to a person other than such Holder; or

         (b)      will have  established  to the  satisfaction  of the  Trustee,
                  Merilus USA and Merilus  Canada that such taxes,  if any, have
                  been paid.

         5.9 Notice of Insolvency  Event.  Immediately  on 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,  Merilus Canada and Merilus USA will
give  written  notice  thereof  to the  Trustee.  As soon as  practicable  after
receiving  notice from  Merilus  Canada or Merilus USA of the  occurrence  of an
Insolvency  Event,  the  Trustee  will mail to each  Holder,  at the  expense of
Merilus USA, a notice of such  Insolvency  Event in the form provided by Merilus
USA,  which  notice will  contain a brief  statement of the right of the Holders
with respect to the Exchange Right.

         5.10 Qualification of Merilus USA Common Stock.  Merilus USA 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  fulfilment  of any other legal  requirement  (collectively  the  "Applicable
Laws")  as they  exist on the  date of this  agreement  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 such  shares of
Merilus USA Common Stock to be issued and delivered pursuant to the Exchangeable
Share  Provisions,  the Exchange Put Right, the Exchange Right and the Automatic
Exchange Rights;  provided that all such shares of Merilus USA Common Stock will
be  subject to such  resale  restrictions  as imposed by any and all  applicable
securities legislation.


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         5.11  Reservation  of Shares of Merilus USA Common  Stock.  Merilus USA
hereby represents,  warrants and covenants that it has irrevocably  reserved for
issuance and will at all times keep available,  free from  pre-emptive and other
rights,  out of its authorized and unissued  capital stock such number of shares
of Merilus USA Common Stock:

         (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 on the exercise
                    of all rights to  acquire  Exchangeable  Shares  outstanding
                    from time to time; and

         1.       as are now and may  hereafter be required to enable and permit
                  Merilus Canada to meet its  obligations  hereunder,  under the
                  Certificate of Incorporation of Merilus USA, under the Support
                  Agreement,  under the Exchangeable  Share Provisions and under
                  any  other  security  or  commitment  pursuant  to the  Merger
                  Agreement  with  respect  to  which  Merilus  USA  may  now or
                  hereafter  be required  to issue  shares of Merilus USA Common
                  Stock.

         5.12     Automatic Exchange on Liquidation of Merilus USA

     (a)  Merilus  USA  will  give the  Trustee  written  notice  of each of the
          following events at the time set forth below:

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

               (ii) immediately, on the earlier of

                           (A)      receipt by Merilus USA of notice of, and
                           (B)      Merilus USA's  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 Merilus  USA or to effect
                                    any other  distribution of assets of Merilus
                                    USA among its  stockholders  for the purpose
                                    of winding up its affairs.

     (b)  Immediately  following  receipt by the  Trustee  from  Merilus  USA of
          notice of any event (a  "Liquidation  Event")  contemplated by Section
          5.12(a)  above,  the Trustee will give notice  thereof to the Holders.
          Such  notice  will be  provided by Merilus USA to the Trustee and will
          include a brief description of the automatic  exchange of Exchangeable
          Shares for shares of Merilus USA Common Stock  provided for in Section
          5.12(c) below.

     (c)  In order that the Holders  will be able to  participate  on a pro rata
          basis with the holders of Merilus USA Common Stock in the distribution
          of assets of  Merilus  USA in  connection  with a  Liquidation  Event,
          immediately  prior  to the  effective  time  (the  "Liquidation  Event
          Effective  Time") of a Liquidation  Event, all of the then outstanding
          Exchangeable  Shares  will be  automatically  exchanged  for shares of
          Merilus USA Common Stock. To effect such automatic  exchange,  Merilus
          USA  will  be  deemed  to  have  purchased  each  Exchangeable   Share
          outstanding  immediately prior to the Liquidation Event Effective Time
          and held by  Holders,  and each Holder will be deemed to have sold the
          Exchangeable  Shares held by it at such time, for a purchase price per
          share equal to the  Exchangeable  Share Price applicable at such time.
          In connection with such automatic  exchange,  Merilus USA will provide
          to the Trustee an Officer's  Certificate setting forth the calculation
          of the purchase price for each Exchangeable Share.

     (d)  The closing of the  transaction of purchase and sale  contemplated  by
          Section  5.12(c)  above  will be deemed to have  occurred  immediately
          prior to the  Liquidation  Event  Effective  Time,  and each Holder of
          Exchangeable  Shares will be deemed to have transferred to Merilus USA
          all of  the  Holder's  right,  title  and  interest  in  and  to  such
          Exchangeable  Shares and the related  interest in the Trust Estate and
          will cease to be a holder of such Exchangeable Shares, and Merilus USA
          will  deliver  to the  Holder  the  Exchangeable  Share  Consideration
          deliverable on the automatic exchange

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          of Exchangeable Shares.  Concurrently with such Holder's ceasing to be
          a holder of  Exchangeable  Shares,  the Holder will be considered  and
          deemed for all  purposes to be the holder of the shares of Merilus USA
          Common  Stock  issued to it  pursuant  to the  automatic  exchange  of
          Exchangeable Shares for Merilus USA Common Stock, and the certificates
          held by the Holder  previously  representing the  Exchangeable  Shares
          exchanged by the Holder with  Merilus USA  pursuant to such  automatic
          exchange will  thereafter be deemed to represent the shares of Merilus
          USA Common  Stock issued to the Holder by Merilus USA pursuant to such
          automatic  exchange.  On the request of a Holder and the  surrender by
          the Holder of  Exchangeable  Share  certificates  deemed to  represent
          shares  of  Merilus  USA  Common  Stock,  duly  endorsed  in blank and
          accompanied  by  such  instruments  of  transfer  as  Merilus  USA may
          reasonably require,  Merilus USA will deliver or cause to be delivered
          to the Holder  certificates  representing  the  shares of Merilus  USA
          Common  Stock of which the Holder is the holder.  Notwithstanding  the
          foregoing,  until each Holder is actually  entered on the  register of
          holders of Merilus  USA Common  Stock,  such  Holder will be deemed to
          still be a holder of the transferred  Exchangeable Shares for purposes
          of all voting rights with respect thereto under this agreement.

         5.13  Withholding  Rights.  Merilus USA, Merilus Canada and the Trustee
shall be  entitled  to deduct  and  withhold  from any  consideration  otherwise
payable under this agreement to any Holder of Exchangeable Shares or Merilus USA
Common  Shares such  amounts as Merilus  USA,  Merilus  Canada or the Trustee is
required or permitted to deduct and withhold  with respect to such payment under
the Income Tax Act (Canada),  the United States Internal Revenue Code of 1986 or
any provision of  provincial,  state,  local or foreign tax law, in each case as
amended or succeeded.  To the extent that amounts are so withheld, such withheld
amounts  shall be treated for all  purposes as having been paid to the Holder 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 Holder  exceeds  the cash  portion  of the
consideration  otherwise payable to the Holder,  Merilus USA, Merilus Canada and
the Trustee are hereby  authorized to sell or otherwise  dispose of such portion
of the consideration as is necessary to provide sufficient funds to Merilus USA,
Merilus  Canada or the Trustee,  as the case may be, to enable it to comply with
such deduction or withholding requirement and Merilus USA, Merilus Canada or the
Trustee  shall notify the Holder  thereof and remit to such Holder any unapplied
balance of the net proceeds of such sale.  Merilus USA  represents  and warrants
that, based upon facts currently known to it, it has no current intention, as at
the date of this  agreement,  to deduct or withhold  from any  dividend  paid to
Holders of  Exchangeable  Shares any amounts  under the United  States  Internal
Revenue Code of 1986.

         6.0      RESTRICTIONS ON ISSUANCE OF MERILUS USA SPECIAL VOTING STOCK

         During  the term of this  agreement,  Merilus  USA will not  issue  any
shares of Merilus USA Special Voting Stock in addition to the Voting Share.

         7.0      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, will include:

     (a)  receipt  and deposit of the Voting  Share from  Merilus USA as trustee
          for and on behalf of the Holders in accordance  with the provisions of
          this agreement;

     (b)  granting proxies and distributing  materials to Holders as provided in
          this agreement;

     (c)  voting the Holder  Votes in  accordance  with the  provisions  of this
          agreement;

     (d)  receiving  the grant of the Exchange Put Right and the Exchange  Right
          and the Automatic  Exchange Rights from Merilus USA as trustee for and
          on behalf of the Holders in  accordance  with the  provisions  of this
          agreement;

     (e)  exercising the Exchange Put Right and the Exchange Right and enforcing
          the  benefit  of the  Automatic  Exchange  Rights,  in  each  case  in
          accordance with the provisions of this agreement, and

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          in connection therewith receiving from Holders Exchangeable Shares and
          other requisite  documents and distributing to such Holders the shares
          of Merilus USA Common Stock and cheques, if any, to which such Holders
          are  entitled  on the  exercise  of the  Exchange  Put  Right  and the
          Exchange Right or pursuant to the Automatic  Exchange  Rights,  as the
          case may be;

     (f)  holding title to the Trust Estate;

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

     (h)  taking  action at the  direction of a Holder or Holders to enforce the
          obligations of Merilus USA under this agreement; and

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

                  In the exercise of such rights,  powers and  authorities,  the
Trustee will 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,  appropriate or desirable to effect the purpose
of the Trust. Any exercise of such discretionary  rights, powers and authorities
by the Trustee will be final, conclusive and binding on all persons. For greater
certainty,  the Trustee will have only those duties as are set out  specifically
in this agreement.

                  The  Trustee in  exercising  its  rights,  powers,  duties and
authorities  hereunder  will act  honestly  and in good faith with a view to the
best  interests of the Holders and will  exercise the care,  diligence and skill
that a reasonably prudent trustee would exercise in comparable circumstances.

                  The Trustee will not be bound to give any notice or do or take
any act,  action or  proceeding  by virtue of the powers  conferred on it hereby
unless  and  until it will be  specifically  required  to do so under  the terms
hereof nor will the  Trustee be  required  to take any notice of, or to do or to
take any act,  action or  proceeding as a result of any default or breach of any
provision  hereunder,  unless and until  notified in writing of such  default or
breach,  which notices will 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 Merilus Canada
and Merilus USA 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  will,  within 90 days  after it  becomes  aware  that  such a  material
conflict of interest exists, either eliminate such material conflict of interest
or resign in the manner and with the effect specified in Article 10 hereof.  If,
notwithstanding  the  foregoing  provisions of this Section 7.2, the Trustee has
such a material  conflict of interest,  the validity and  enforceability of this
agreement  will not be affected in any manner  whatsoever  by reason only of the
existence of such material conflict of interest.  If the Trustee contravenes the
foregoing  provisions of this Section 7.2, any interested party may apply to the
superior court of the province in which Merilus Canada has its registered office
for an order that the Trustee be replaced as trustee hereunder.

         7.3      Dealings with Transfer Agents, Registrars, Etc. Merilus Canada
and Merilus USA irrevocably authorize the Trustee, from time to time, to:

         (a)      consult,  communicate  and otherwise  deal with the respective
                  registrars and transfer  agents,  and with any such subsequent
                  registrar or transfer  agent, of the  Exchangeable  Shares and
                  Merilus USA Common Stock; and
         (b)      requisition, from time to time,
                  (i)      from  any  such   registrar  or  transfer  agent  any
                           information   readily   available  from  the  records
                           maintained  by it which the  Trustee  may  reasonably
                           require   for  the   discharge   of  its  duties  and
                           responsibilities under this agreement, and

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                  (ii)     from the transfer  agent of Merilus USA Common Stock,
                           and any subsequent  transfer agent of such shares, to
                           complete  the  exercise  from  time  to  time  of the
                           Exchange  Put  Right,  the  Exchange  Right  and  the
                           Automatic  Exchange Rights in the manner specified in
                           Article 5 hereof, the share certificates  issuable on
                           such exercise.

                  Merilus  Canada and Merilus USA  irrevocably  authorize  their
respective  registrars  and  transfer  agents to comply with all such  requests.
Merilus USA covenants  that it will supply its transfer agent with duly executed
share  certificates for the purpose of completing the exercise from time to time
of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights,
in each case pursuant to Article 5 hereof.

         7.4 Books and Records.  The Trustee will keep  available for inspection
by Merilus USA and Merilus Canada, at the Trustee's principal transfer office in
Calgary,  British  Columbia,  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
Holders and all  transactions  pursuant to the Voting  Rights,  the Exchange Put
Right, the Exchange Right and the Automatic Exchange Rights for the term of this
agreement.  On or before March 31, 2000, and on or before March 31 in every year
thereafter,  so long as the Voting  Share is on deposit  with the  Trustee,  the
Trustee will transmit to Merilus USA and Merilus Canada a brief report, dated as
of the preceding December 31, with respect to:

         (a)      the property and funds comprising the Trust Estate as of that
                  date;
         (b)      the  number of  exercises  of the  Exchange  Put Right and the
                  Exchange   Right,   if  any,  and  the  aggregate   number  of
                  Exchangeable  Shares  received  by the  Trustee  on  behalf of
                  Holders in  consideration of the issue and delivery by Merilus
                  USA of shares of Merilus USA Common Stock in  connection  with
                  the  Exchange  Put Right and the  Exchange  Right,  during the
                  calendar year ended on such date; and
         (c)      all other actions taken by the Trustee in the performance of
                  its duties under this agreement which it had not previously
                  reported.

         7.5 Income Tax Returns and  Reports.  The Trustee  will,  to the extent
necessary, prepare and file on behalf of the Trust appropriate United States and
Canadian  income tax returns and any other returns or reports as may be required
by applicable  law or pursuant to the rules and  regulations  of any  securities
exchange or other  trading  system  through  which the  Exchangeable  Shares are
traded and, in  connection  therewith,  may obtain the advice and  assistance of
such experts as the Trustee may consider necessary or advisable. If requested by
the Trustee, Merilus USA will retain such experts for purposes of providing such
advice and assistance.

         7.6  Indemnification  Prior to Certain Actions by Trustee.  The Trustee
will 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 Holder on such
Holder's  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;  provided that no Holder will be obligated to furnish to the
Trustee any such funding,  security or indemnity in connection with the exercise
by the Trustee of any of its rights, duties, powers and authorities with respect
to the  Voting  Share  pursuant  to Article 4 hereof,  subject  to Section  7.15
hereof,  and with  respect  to the  Exchange  Put Right and the  Exchange  Right
pursuant to Article 5 hereof,  subject to Section 7.15 hereof,  and with respect
to the  Automatic  Exchange  Rights  pursuant  to Article 5 hereof.  None of the
provisions  contained  in this  agreement  will require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the exercise of any
of its  rights,  powers,  duties or  authorities  unless  funded,  given  funds,
security and indemnified as aforesaid.

         7.7 Actions by Holders.  No Holder will have the right to institute any
action,  suit or proceeding  or to exercise any other remedy  authorized by this
agreement for the purpose of enforcing any of its rights or for the execution of
any trust or power hereunder unless the Holder has requested the Trustee to take
or institute such action,  suit or proceeding and furnished the Trustee with the
funding,  security  and  indemnity  referred  to in  Section  7.6 hereof and the
Trustee will have failed to act within a  reasonable  time  thereafter.  In such
case, but not otherwise,  the Holder will be entitled to take proceedings in any
court of competent jurisdiction such as the Trustee might have

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taken;  it being  understood  and intended that no one or more Holders will have
any right in any manner  whatsoever  to affect,  disturb or prejudice the rights
hereby  created by any such action,  or to enforce any right  hereunder or under
the Voting Rights,  the Exchange Put Right,  the Exchange Right or the Automatic
Exchange  Rights,  except  subject to the  conditions  and in the manner  herein
provided,  and that all powers and trusts  hereunder  will be exercised  and all
proceedings at law will be instituted, had and maintained by the Trustee, except
only as herein provided, and in any event for the equal benefit of all Holders.

         7.8 Reliance on Declarations.  The Trustee will 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 on lists,  mailing  labels,
notices, statutory declarations, certificates, opinions, reports or other papers
or  documents  furnished  pursuant to the  provisions  hereof or required by the
Trustee to be furnished to it in the exercise of its rights,  powers, duties and
authorities  hereunder,  and such  lists,  mailing  labels,  notices,  statutory
declarations,  certificates,  opinions,  reports  or other  papers or  documents
comply with the provisions of Section 7.9 hereof,  if  applicable,  and with any
other applicable provisions of this agreement.

         7.9 Evidence and Authority to Trustee.  Merilus  Canada and/or  Merilus
USA will  furnish 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 Merilus  Canada and/or Merilus USA or the Trustee under
this  agreement or as a result of any obligation  imposed under this  agreement,
including,  without limitation,  in respect of the Voting Rights or the Exchange
Put Right, the 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 Merilus Canada and/or Merilus USA 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 Merilus Canada and/or
                  Merilus  USA  written  notice  requiring  it to  furnish  such
                  evidence in relation to any  particular  action or  obligation
                  specified in such notice.

                  Such  evidence  will  consist of an Officer's  Certificate  of
Merilus  Canada and/or  Merilus USA or a statutory  declaration or a certificate
made by persons entitled to sign an Officer's  Certificate stating that any such
condition has been complied with in accordance with the terms of this agreement.

                  Whenever  such  evidence  relates  to a matter  other than the
Voting  Rights or the Exchange Put Right,  the 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
Merilus  Canada  and/or  Merilus  USA,  it will be in the  form of an  Officer's
Certificate or a statutory declaration.

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

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

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

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

         7.10     Experts, Advisers and Agents. The Trustee may:


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

         (b)      employ such agents and other  assistants as it may  reasonably
                  require  for the proper  determination  and  discharge  of its
                  powers  and   duties   hereunder,   and  may  pay   reasonable
                  remuneration  for all services  performed  for it (and will 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  determination  and  discharge  of its
                  duties hereunder and in the management of the Trust.

         7.11 Investment of Moneys Held by 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  Province  of  British  Columbia,  trustees  are
authorized to invest trust moneys;  provided that such  securities are stated to
mature  within two years after their  purchase by the  Trustee,  and the Trustee
will so invest such moneys on the written  direction of Merilus Canada.  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 United States or 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 will 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 Request.  Except as in this  agreement
otherwise  specifically  provided,  the  Trustee  will  not be  bound  to act in
accordance with any direction or request of Merilus Canada and/or Merilus USA or
of the directors  thereof until a duly  authenticated  copy of the instrument or
resolution  containing such direction or request will have been delivered to the
Trustee,  and the  Trustee  will be  empowered  to act and rely on any such copy
purporting to be authenticated and believed by the Trustee to be genuine.

         7.14 Authority to Carry on Business.  The Trustee represents to Merilus
Canada and Merilus USA that at the date of execution  and delivery by it of this
agreement  it is  authorized  to carry on the  business of a transfer  and trust
company  in the State of Utah but if,  notwithstanding  the  provisions  of this
Section 7.14,  it ceases to be so authorized to carry on business,  the validity
and  enforceability  of this agreement and the Voting  Rights,  the Exchange Put
Right, the Exchange Right and the Automatic Exchange Rights will not be affected
in any manner whatsoever by reason only of such event;  provided,  however,  the
Trustee  will,  within 90 days after  ceasing to be  authorized  to carry on the
business of a transfer and trust company in the State of Utah,  either become so
authorized  or resign in the manner and with the effect  specified in Article 10
hereof.

         7.15 Conflicting  Claims. If conflicting  claims or demands are made or
asserted with respect to any interest of any Holder in any Exchangeable  Shares,
including any  disagreement  between the heirs,  representatives,  successors or
assigns  succeeding  to all or any part of the  interest  of any  Holder  in any
Exchangeable  Shares  resulting in  conflicting  claims or demands being made in
connection  with such interest,  then the Trustee will be entitled,  at its sole
discretion,  to refuse to  recognize or to comply with any such claim or demand.
In so  refusing,  the  Trustee  may elect not to  exercise  any  Voting  Rights,
Exchange Put Right,  Exchange Right or Automatic Exchange Rights subject to such
conflicting  claims or demands  and,  in so doing,  the  Trustee  will 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 will
be entitled to continue to refrain from acting and to refuse to act until:


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         (a)      the rights of all adverse claimants with respect to the Voting
                  Rights,  Exchange  Put  Right,  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  Voting  Rights,  the
                  Exchange  Put  Right,  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  will 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 will  deem  appropriate  fully to  indemnify  it as  between  all
conflicting claims or demands.

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

         8.0      COMPENSATION

                  Merilus USA and Merilus Canada 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  (including  but not  limited to taxes,  compensation  paid to experts,
agents and advisors, and travel expenses) and disbursements,  including the cost
and  expense of any suit or  litigation  of any  character  and any  proceedings
before any governmental agency, reasonably incurred by the Trustee in connection
with its rights and duties under this  agreement;  provided that Merilus USA and
Merilus Canada will have no obligation to reimburse the Trustee for any expenses
or  disbursements  paid,  incurred  or  suffered  by the  Trustee in any suit or
litigation in which the Trustee is determined to have acted in bad faith or with
negligence or willful misconduct.

         9.0      INDEMNIFICATION AND LIMITATION OF LIABILITY

         9.1  Indemnification  of the  Trustee.  Merilus USA and Merilus  Canada
jointly and severally  agree to indemnify and hold harmless the Trustee and each
of its  directors,  officers,  employees  and  agents  appointed  and  acting in
accordance with this 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,  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 Merilus USA or Merilus
Canada pursuant hereto.

                  In no case will Merilus USA or Merilus  Canada be liable under
this  indemnity  for any claim  against any of the  Indemnified  Parties  unless
Merilus  USA and  Merilus  Canada will be notified by the Trustee of the written
assertion of a claim or of any action commenced against the Indemnified Parties,
promptly  after  any of the  Indemnified  Parties  will have  received  any such
written  assertion  of a claim or will have been  served with a summons or other
first legal process giving  information as to the nature and basis of the claim.
Subject to (ii)  below,  Merilus  USA and  Merilus  Canada  will be  entitled to
participate  at their own expense in the defense  and, if Merilus USA or Merilus
Canada so elect at any time  after  receipt of such  notice,  either of them may
assume the defense of any suit  brought to enforce  any such claim.  The Trustee
will have the right to employ separate  counsel in any such suit and participate
in the defense thereof, but the fees and expenses of such counsel will be at the
expense of the  Trustee  unless:  (i) the  employment  of such  counsel has been
authorized  by  Merilus  USA or Merilus  Canada,  such  authorization  not to be
unreasonably  withheld;  or (ii) the named parties to any such suit include both
the Trustee and  Merilus  USA or Merilus  Canada and the Trustee  will have been
advised by counsel acceptable to Merilus USA or Merilus Canada that there may be
one or more legal  defenses  available to the Trustee that are different from or
in addition  to those  available  to Merilus  USA or Merilus  Canada and that an
actual or potential conflict of interest

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exists (in which case Merilus USA and Merilus  Canada will not have the right to
assume the defense of such suit on behalf of the Trustee,  but will be liable to
pay the reasonable fees and expenses of counsel for the Trustee). This indemnity
will survive the  resignation  or removal of the Trustee and the  termination of
the trust.

         9.2  Limitation of  Liability.  The Trustee will 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, negligence, willful misconduct or bad faith on the part of the Trustee.

         10.0     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 Merilus USA
and Merilus Canada  specifying the date on which it desires to resign,  provided
that such  notice  will never be given  less than 60 days  before  such  desired
resignation  date  unless  Merilus USA and Merilus  Canada  otherwise  agree and
provided  further that such  resignation  will not take effect until the date of
the appointment of a successor trustee and the acceptance of such appointment by
the successor trustee. On receiving such notice of resignation,  Merilus USA and
Merilus Canada will promptly appoint a successor trustee by written  instrument,
in duplicate,  one copy of which will be delivered to the resigning  trustee and
one copy to the successor trustee.  Failing acceptance by a successor trustee, a
successor  trustee may be  appointed  by an order of the  superior  court of the
province in which Merilus Canada has its registered office on application of one
or more of the parties hereto.

         10.2 Removal. The Trustee, or any trustee hereafter  appointed,  may be
removed  with or without  cause,  at any time on 60 days prior notice by written
instrument executed by Merilus USA and Merilus Canada, in duplicate, one copy of
which will be delivered to the trustee so removed and one copy to the  successor
trustee; provided that, in connection with such removal, provision is made for a
replacement trustee similar to that contemplated in Section 10.1.

         10.3 Successor  Trustee.  Any successor  trustee  appointed as provided
under this  agreement will execute,  acknowledge  and deliver to Merilus USA and
Merilus  Canada and to its  predecessor  trustee an  instrument  accepting  such
appointment.  Thereon the resignation or removal of the predecessor trustee will
become  effective and such successor  trustee,  without any further act, deed or
conveyance,  will  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 Merilus  USA and  Merilus  Canada or of the  successor  trustee,  the trustee
ceasing to act will,  on  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 the rights and powers of the trustee so ceasing to
act. On the request of any such successor  trustee,  Merilus USA, Merilus Canada
and such predecessor trustee will 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.  On acceptance of  appointment  by a
successor trustee as provided herein,  Merilus USA and Merilus Canada will cause
to be mailed notice of the  succession of such trustee  hereunder to each Holder
specified  in a List.  If Merilus USA or Merilus  Canada will fail to cause such
notice to be mailed  within  10 days  after  acceptance  of  appointment  by the
successor trustee,  the successor trustee will cause such notice to be mailed at
the expense of Merilus USA and Merilus Canada.

         11.0     Merilus USA SUCCESSORS.

         11.1 Certain  Requirements in Respect of Combination,  Etc. Merilus USA
will  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, but may do so if:


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     (a)  such  other  Person  or  continuing   corporation  (the  "Merilus  USA
          Successor"),  by operation of law,  becomes,  without  further action,
          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 an 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 Merilus USA Successor of liability for
          all moneys payable and property deliverable hereunder, the covenant of
          such Merilus USA Successor to pay and deliver or cause to be delivered
          the same and its  agreement  to observe and perform all the  covenants
          and obligations of Merilus USA under this agreement; and

     (b)  such  transaction  will, to the satisfaction of the Trustee and in the
          opinion  of legal  counsel  to the  Trustee,  be on such  terms  which
          substantially  preserve and do not impair in any material  respect any
          of the rights, duties, powers and authorities of the Trustee or of the
          Holders hereunder.

         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 Merilus USA Successor and Merilus  Canada will execute
and deliver the supplemental  agreement  provided for in Article 12 hereof,  and
thereon  the  Merilus  USA  Successor  will  possess  and from  time to time may
exercise  each and every right and power of Merilus USA under this  agreement in
the name of Merilus USA 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
Merilus USA or any officers of Merilus USA may be done and  performed  with like
force and effect by the directors or officers of such Merilus USA Successor.

         11.3  Wholly-owned  Subsidiaries  Nothing  herein will be  construed as
preventing the amalgamation or merger of any wholly-owned  subsidiary of Merilus
USA with or into Merilus USA or the  winding-up,  liquidation  or dissolution of
any  wholly-owned  subsidiary  of Merilus USA provided that all of the assets of
such  subsidiary  are  transferred  to  Merilus  USA  or  another   wholly-owned
subsidiary of Merilus USA, and any such transactions are expressly  permitted by
this Article 11.

         12.0     AMENDMENTS AND SUPPLEMENTAL AGREEMENTS.

         12.1 Amendments, Modifications, Etc. Subject to Sections 12.2 and 12.4,
this agreement may not be amended,  modified or waived except by an agreement in
writing executed by Merilus Canada,  Merilus USA and the Trustee and approved by
the  Holders  in  accordance  with  Section  10.2  of  the  Exchangeable   Share
Provisions.  No amendment to or  modification or waiver of any of the provisions
of this agreement otherwise permitted hereunder will be effective unless made in
writing and signed by all of the parties hereto.

         12.2 Ministerial Amendments.  Notwithstanding the provisions of Section
12.1 hereof, the parties to this agreement may in writing,  at any time and from
time to  time,  without  the  approval  of the  Holders,  amend or  modify  this
agreement for the purposes of:

         (a)      adding to the  covenants  of any or all of the parties  hereto
                  for the  protection  of the Holders  hereunder  subject to the
                  receipt by the  Trustee  of an  opinion  of  counsel  that the
                  addition of the proposed  covenant is not  prejudicial  to the
                  interests of the holders as a whole or the Trustee;
         (b)      making such amendments or modifications  not inconsistent with
                  this  agreement as may be necessary or desirable  with respect
                  to matters or questions  which, in the opinion of the board of
                  directors of each of Merilus USA and Merilus Canada and in the
                  opinion of the  Trustee  and its  counsel,  having in mind the
                  best interests of the Holders as a whole,  it may be expedient
                  to make,  provided  that  such  boards  of  directors  and the
                  Trustee  and its  counsel  will be of the  opinion  that  such
                  amendments  and  modifications  will not be prejudicial to the
                  interests of the Holders as a whole; or
         (c)      making such  changes or  corrections  which,  on the advice of
                  counsel to Merilus  Canada,  Merilus USA and the Trustee,  are
                  required for the purpose of curing or correcting any ambiguity
                  or defect or  inconsistent  provision or clerical  omission or
                  mistake or manifest error; provided that the

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<PAGE>



                  Trustee and its counsel and the board of  directors of each of
                  Merilus  Canada and Merilus  USA will be of the  opinion  that
                  such changes or  corrections  will not be  prejudicial  to the
                  interests of the Holders as a whole.

         12.3 Meeting to Consider Amendments.  Merilus Canada, at the request of
Merilus  USA,  will call a meeting or meetings of the Holders for the purpose of
considering any proposed  amendment or modification  requiring approval pursuant
hereto.  Any such meeting or meetings will be called and held in accordance with
the by- laws of  Merilus  Canada,  the  Exchangeable  Share  Provisions  and all
applicable laws.

         12.4 Changes in Capital of Merilus USA and Merilus Canada. At all times
after the  occurrence of any event  effected  pursuant to Section 2.7 or Section
2.8 of the Support  Agreement,  as a result of which  either  Merilus USA Common
Stock or the Exchangeable Shares or both are in any way changed,  this agreement
will  forthwith be amended and modified as necessary in order that it will apply
with full force and effect,  mutatis mutandis,  to all new securities into which
Merilus USA Common Stock or the Exchangeable Shares or both are so changed,  and
the parties  hereto will  execute and deliver a  supplemental  agreement  giving
effect to and evidencing such necessary amendments and modifications.

         12.5 Execution of Supplemental  Agreements.  From time to time, Merilus
Canada (when authorized by a resolution of its Board of Directors),  Merilus USA
(when authorized by a resolution of its board of directors) and the Trustee may,
subject to the provisions of these presents,  and they will, when so directed by
these  presents,  execute and deliver by their proper  officers,  agreements  or
other instruments  supplemental  hereto, which thereafter will form part hereof,
for any one or more of the following purposes:

         (a)      evidencing  the  succession  of any Merilus USA  Successors to
                  Merilus USA and the  covenants of and  obligations  assumed by
                  each  such  Merilus  USA  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  Voting  Rights,  the
                  Exchange Right or the Automatic  Exchange Rights which, in the
                  opinion  of  the  Trustee  and  its   counsel,   will  not  be
                  prejudicial  to the interests of the Holders as a whole or are
                  in  the  opinion  of  counsel  to  the  Trustee  necessary  or
                  advisable in order to incorporate,  reflect or comply with any
                  legislation  the  provisions  of which  apply to Merilus  USA,
                  Merilus Canada, the Trustee 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
                  Trustee  and its  counsel,  the rights of the  Trustee and the
                  Holders as a whole will not be prejudiced thereby.

         13.0     TERMINATION

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

         (a)      no outstanding Exchangeable Shares are held by a Holder;
         (b)      each of Merilus  Canada and  Merilus  USA elects in writing to
                  terminate  the Trust and such  termination  is approved by the
                  Holders of the Exchangeable  Shares in accordance with Section
                  10.1 of the Exchangeable Share Provisions; and
         (c)      21  years  after  the  death  of  the  last  survivor  of  the
                  descendants  of His  Majesty  King  George  VI of  the  United
                  Kingdom of Great  Britain and Northern  Ireland  living on the
                  date of the creation of the Trust.


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         13.2 Survival of Agreement. This agreement will survive any termination
of  the  Trust  and  will  continue  until  there  are  no  Exchangeable  Shares
outstanding held by a Holder; provided, however, that the provisions of Articles
8 and 9 hereof will survive any such termination of this agreement.

         14.0     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  will not in any way be  affected or impaired
thereby,  and the  agreement  will be  carried  out as  nearly  as  possible  in
accordance with its original terms and conditions.

         14.2  Inurement.  This  agreement  will be  binding on and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and to the benefit of the Holders.



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

         (a)      if to Merilus USA, to:

                           Venture Law Corporation
                           688 West Hastings Street, Suite 618
                           Vancouver, BC, V6B 1P1
                           Attention: Alixe B. Cormick
                           Telephone No.: (604) 659-9188
                           Facsimile No.: (604) 659-9178

         (b)      if to Merilus, to:

                           Merilus Technologies Inc.
                           #37, 46165 Yale Road
                           Chilliwack, British Columbia
                           Attn: Dana Epp
                           Telephone No.: (604) 792-0100
                           Facsimile No.: (604) 792-0911

                  and copies to:

                           Sliman, Stander & Company
                           Barristers & Solicitors
                           204-45389 Luckakuck Way
                           Chilliwack, British Columbia V2R 3C7
                           Attn: Bruce Davies
                           Telephone No.: (604) 824-7777
                           Facsimile No.: (604) 824-7770

                  and to:

                           Nexus Venture Capital Lawyers
                           3400 - 666 Burrard Street
                           Vancouver, British Columbia V6C 2X8
                           Attn: Paul Visosky
                           Telephone No.: (604) 639-3131
                           Facsimile No.: (604) 639-2803

                  and to:

                           Ogden Murphy Wallace, P.L.L.C.
                           1601 Fifth Avenue, Suite 2100
                           Seattle, WA 98101
                           Attn: Shea Wilson and Derek Woolston
                           Telephone No.: (206) 447-7000
                           Facsimile No.: (206) 447-0215

         (c)      if to the Trustee to:

                           Interwest Transfer Company, Inc.
                           1981 East Murray Holladay Road, Suite 100
                           Salt Lake City, Utah 84117
                           Attn: Kurtis Hughes
                           Telephone No.: (801) 272-9294

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<PAGE>



                           Facsimile No.: (601) 277-3147

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

         14.4  Notice  to  Holders.  Any and all  notices  to be  given  and any
documents  to be sent to any Holders may be given or sent to the address of such
Holder  shown on the  register of Holders of  Exchangeable  Shares in any manner
permitted by the Exchangeable Share Provisions and will be deemed to be received
(if given or sent in such  manner) at the time  specified  in such  Exchangeable
Share  Provisions,  the provisions of which  Exchangeable  Share Provisions will
apply  mutatis  mutandis  to  notices or  documents  as  aforesaid  sent to such
Holders.

         14.5 Risk of  Payments  by Post.  Whenever  payments  are to be made or
documents are to be sent to any Holder by the Trustee,  by Merilus  Canada or by
Merilus  USA or by such  Holder to the  Trustee  or to  Merilus  USA or  Merilus
Canada,  the making of such payment or sending of such document sent through the
mail  will be at the risk of  Merilus  Canada  or  Merilus  USA,  in the case of
payments made or documents sent by the Trustee or Merilus Canada or Merilus USA,
and the Holder, in the case of payments made or documents sent by the Holder.

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

         14.7  Jurisdiction.  This  agreement  will be construed and enforced in
accordance  with the laws of the  Province of British  Columbia  and the federal
laws of Canada applicable therein.

         14.8  Attornment.  Merilus  USA agrees  that any  action or  proceeding
arising out of or relating to this  agreement may be instituted in the courts of
British Columbia, waives any objection which it may have now or hereafter to the
venue of any such action or proceeding,  irrevocably submits to the jurisdiction
of such  courts  in any such  action  or  proceeding,  agrees to be bound by any
judgment of such courts and agrees not to seek, and hereby waives, any review of
the  merits of any such  judgment  by the courts of any other  jurisdiction  and
hereby  appoints  Merilus  Canada at its  registered  office in the  Province of
British Columbia as Merilus USA's attorney for service of process.

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


MERILUS, INC.                                  MERILUS TECHNOLOGIES INC.



By:_____________________________               By:_____________________________
Name:__________________________                Name:__________________________
Title:___________________________              Title:___________________________
 INTERWEST TRANSFER COMPANY, INC.



By:_____________________________
Name:__________________________
Title:___________________________


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<PAGE>



                                    EXHIBIT F

                                ESCROW AGREEMENT

This Escrow  Agreement (this "Escrow  Agreement") is made and entered into as of
November ___, 2000 (the "Effective  Date") by and among Merilus,  Inc., a Nevada
corporation  ("Merilus  USA");  Merilus  Technologies,  Inc., a British Columbia
corporation  (the  "Merilus  Canada");  the persons and  entities  listed on the
Schedule of Stockholders attached to this Escrow Agreement (the "Holders");  and
Interwest  Transfer  Company,  Inc., as escrow agent and custodian of the Escrow
Fund (as defined below) (the "Escrow Agent").

WHEREAS:

         A.  Pursuant to an  Agreement  and Plan of  Reorganization  dated as of
October ___, 2000 (the  "Reorganization  Agreement"),  among Merilus USA, 613636
British  Columbia,  Inc., a wholly owned  subsidiary of Merilus USA, and Merilus
Canada,  the parties agreed that on the closing of the transaction  contemplated
under the Reorganization Agreement,  Merilus USA, Merilus Canada and the Holders
would  execute  and  deliver  an  Escrow  Agreement  containing  the  terms  and
conditions set forth in an Exhibit to the Reorganization Agreement together with
such  other  terms and  conditions  as may be agreed  to by the  parties  to the
Reorganization Agreement acting reasonably.

         B.  Pursuant to a  reorganization  of the capital  structure of Merilus
Canada (the  "Reorganization")  contemplated  in the  Reorganization  Agreement,
Merilus Canada issued certain  exchangeable  shares (the "Exchangeable  Shares")
having  certain  rights,   privileges,   restrictions  and  conditions  attached
(collectively,  the  "Exchangeable  Share  Provisions") to the Holders which are
convertible into shares of Common Stock of Merilus USA.

         C. The  Reorganization  Agreement provides that all (100%) (the "Escrow
Percentage")  of the shares of the Common  Stock of Merilus USA  received by the
Holders in exchange for outstanding  Exchangeable  Shares issued pursuant to the
Reorganization  Agreement will be placed in an escrow account  immediately  when
issued on the terms and  conditions  set  forth in this  Escrow  Agreement  (the
"Escrow Shares").

         D.       Unless otherwise indicated herein, all terms used herein
without definition will have the same meaning as set forth in the Reorganization
Agreement.

                  NOW THEREFORE,  for and in  consideration of the foregoing and
the mutual covenants and agreements  contained in the  Reorganization  Agreement
and in this Escrow Agreement, the parties agree as follows:

1.0      ESTABLISHMENT OF ESCROW ACCOUNT

         1.1 Deposit of Shares.  Merilus USA will deposit as soon as practicable
on the Holder's behalf with the Escrow Agent stock certificates representing the
Escrow Shares issued pursuant to the Reorganization  Agreement registered in the
name of the Holder and in the relative amounts set forth on Exhibit 1.1 attached
(the  "Initial  Escrow  Shares")  and an  Assignment  separate  from  the  stock
certificates  executed by such Holder. Any shares of Common Stock of Merilus USA
that result from any share dividend, reclassification,  stock split, subdivision
or  combination  of shares,  recapitalization,  merger or other events made with
respect  to any  Escrow  Shares  held in  escrow  under  this  Escrow  Agreement
("Additional  Shares")  will be  delivered to the Escrow Agent by Merilus USA on
behalf of the  Holder and will be held by the Escrow  Agent in  accordance  with
this  Escrow  Agreement.  Unless  otherwise  indicated,  as used in this  Escrow
Agreement,  the term "Escrow Shares"  includes the Initial Escrow Shares and any
Additional Shares, and the term "Escrow Fund" will include the Escrow Shares and
the Proceeds (as defined  below).  The Escrow Agent agrees to accept delivery of
the Escrow Shares and to hold the Escrow Fund in escrow in accordance  with this
Escrow  Agreement  and to release  the Escrow  Fund out of escrow as provided in
this Escrow Agreement.

     1.2  Dividends;  Voting  and  Rights  of  Ownership.  Any  cash  dividends,
dividends  payable in property or other  distributions  of any kind  (except for
Additional Shares) made in respect of the Escrow Shares will be held

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<PAGE>



by the Escrow Agent pursuant to this  agreement.  The Holder will have the right
to vote the Escrow  Shares  held in escrow for the  account of Holder so long as
such Escrow  Shares are held in escrow.  While the Escrow  Shares  remain in the
Escrow Agent's  possession  pursuant to this Escrow  Agreement,  the Holder will
retain and will be able to exercise  all other  incidents  of  ownership  of the
Escrow Shares that are not  inconsistent  with the terms and  conditions of this
Escrow  Agreement.  Without limiting the foregoing,  following the expiration of
the lock-up period  required under the "pooling of interests"  accounting  rules
(the  "Lock-Up  Date"),  the Holder may  instruct  the Escrow  Agent to sell the
Escrow Shares for cash provided that any and all proceeds (the  "Proceeds") from
such  sale  will  become  part of the  Escrow  Fund  and  will be  disbursed  in
accordance with this Escrow Agreement.  The Escrow Agent will hold such Proceeds
in the Escrow Fund and will invest such Proceeds as hereinafter provided.

         1.3 No Encumbrance.  None of the Escrow Fund or any beneficial interest
therein may be pledged, sold, assigned or transferred, including by operation of
law or by Holder,  or may be taken or reached by any legal or equitable  process
in satisfaction of any debt or other liability of Holder,  prior to the delivery
of the Escrow Fund by the Escrow Agent or Merilus USA to Holder pursuant to this
Escrow Agreement.

         1.4      Power to Transfer Escrow Fund. The Escrow Agent is hereby
granted the power to effect any transfer of the Escrow Fund provided for in this
Escrow Agreement.

         1.5  Investment of Proceeds.  During the term of this Escrow  Agreement
and  following  the Lock-Up  Date,  the  Proceeds  (if any) will be invested and
reinvested  by the Escrow Agent (i) in the  investment  indicated on Schedule 1,
(ii) at the direction,  if any, of the Holder,  in the investments  described in
Schedule 2, or (iii) in such other investments as will be directed in writing by
Merilus USA and the Holder and as will be acceptable  to the Escrow  Agent.  All
investment  orders  involving U.S.  Treasury  obligations,  commercial paper and
other direct investments may be executed through broker-dealers  selected by the
Escrow Agent  (which will  include  affiliates  of the Escrow  Agent).  Periodic
statements   will  be  provided  to  the  Holder  and  Merilus  USA   reflecting
transactions executed on behalf of the Escrow Fund. Merilus USA and Holder, upon
written request, will receive a statement of transaction details upon completion
of any securities  transaction in the Proceeds  without any additional cost. The
Escrow Agent will have the right to liquidate any  investments  held in order to
provide funds necessary to make required  payments under this Escrow  Agreement.
The Escrow  Agent will have no liability  for any loss  sustained as a result of
any investment in an investment  indicated on Schedule 1 or any investment  made
pursuant to the  instructions  of the parties to this Escrow  Agreement  or as a
result of any  liquidation  of any  investment  prior to its maturity or for the
failure  of the  parties  to give the  Escrow  Agent  instructions  to invest or
reinvest the Proceeds.

2.0  RESOLUTION OF CLAIMS

         2.1  Indemnification  Obligations.  The  Escrow  Fund will serve as the
first source, but not the sole source, of payment for the indemnity  obligations
of  the  Holder  under  Article  XI  of  the  Reorganization  Agreement,   which
obligations  will continue in accordance  with Article XI of the  Reorganization
Agreement.  Payment for any amount  determined as provided  below to be owing to
Merilus  USA or  Merilus  Canada  under  such  indemnity  obligations  under the
Reorganization  Agreement  ("Damages")  and any  award  of  attorneys'  fees and
charges  owing to Merilus USA  pursuant to  Sections  2.3(c)(iv)  or 4.3 of this
Reorganization  Agreement  (a  "Prevailing  Party  Award")  will  be made by the
release of all or a portion,  as the case may be, of the Escrow  Fund to Merilus
USA (each such payment, an "Escrow Adjustment"),  subject to the limitations set
forth in Section 11.02 of the Reorganization Agreement. By the execution of this
Escrow  Agreement,  the  Holder  agrees  to be  bound  3 by the  indemnification
provisions set forth in Article XI of the Reorganization  Agreement and confirms
that the issuance by Merilus USA of the Escrow  Percentage  of Merilus USA Stock
pursuant to the  Reorganization  Agreement is subject to this Escrow  Agreement.
Notwithstanding  anything  to the  contrary  herein,  Merilus  USA  will  not be
entitled to receive payment of any portion of a Prevailing  Party Award which is
already a part of Damages (i.e., there will be no double payment of legal fees).
Any Escrow  Adjustments and  corresponding  release to Merilus USA of the Escrow
Fund will be made as of the date or dates  specified and the manner provided for
in this Escrow Agreement. Each Escrow Adjustment to the Escrow Fund will be made
by the  release  to  Merilus  USA of a  portion  of the  Escrow  Fund  having an
aggregate  value equal to the Damages and any Prevailing  Party Award,  with the
per share value of any Escrow  Shares being equal,  for all purposes  under this
Escrow Agreement, to the closing price of such Escrow Shares on the Closing Date
(the "Merilus USA Stock Price"). Any such release will be made first through the
release  of  Escrow  Shares,  if any are  then  held  in the  Escrow  Fund,  and
thereafter through the release of Proceeds

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<PAGE>



having an  aggregate  value  equal to the value of the  number of Escrow  Shares
which would  otherwise have been so released  hereunder in  satisfaction  of the
Holder's indemnification  obligation. In lieu of releasing any fractional Escrow
Shares, any fraction of a released Escrow Share that would otherwise be released
will be rounded to the nearest  whole Escrow  Share and any amounts  released in
excess of the  Damages as a result of such  rounding  will be returned to Escrow
Fund. In the event of doubt, and  notwithstanding  any contained in this Section
2.1 to the  contrary,  Merilus  USA,  and the Holder  agree  that the  foregoing
provisions  of this  Section  2.1 will be applied  and  interpreted  in a manner
consistent with the "pooling of interests" accounting rules.

         2.2  Notice of Claims.  Promptly  after the  receipt by Merilus  USA of
notice or discovery of any claim,  damage,  or legal action or proceeding giving
rise to indemnification  rights under the  Reorganization  Agreement (a "Claim")
Merilus USA will give the Holder written notice of such Claim and will provide a
copy of such notice to the Escrow  Agent.  Each notice of a Claim by Merilus USA
(a "Notice of Claim")  will be in writing,  will be  delivered  on or before the
Release  Date (as  defined  in Section  3.1  below) and will  contain a detailed
account of the specific  facts known to Merilus USA on which the Claim is based,
including a description of the specific representation,  warranty or covenant in
the Reorganization  Agreement (if any) which Merilus USA reasonably believes has
been breached. The Notice of Claim will specify whether the matter is subject to
a  third-party  claim against  Merilus USA or Merilus  Canada in a litigation or
arbitration  or  whether  the matter  concerns  disputes  regarding  a breach of
representations  and warranties or performance  or  nonperformance  of a party's
obligations under the Reorganization Agreement.

         2.3  Resolution of Claims.  Any Notice of Claim  received by the Holder
and the Escrow Agent pursuant to Section 2.2 above will be resolved as follows:

          (a)  Uncontested Claims. In the event that the Holder does not contest
               a Notice of Claim (an  "Uncontested  Claim")  in  writing  within
               thirty (30) calendar days, as provided  below in Section  2.3(b),
               Merilus USA may deliver to the Escrow  Agent,  with a copy to the
               Holder,  a written demand by Merilus USA (a "Merilus USA Demand")
               stating that a Notice of Claim has been given as required in this
               Escrow  Agreement and that no notice of contest has been received
               from the  Holder  during  the  period  specified  in this  Escrow
               Agreement  and  further   setting   forth  the  proposed   Escrow
               Adjustments  to be made in accordance  with this Section  2.3(a).
               Within  thirty (30)  calendar  days after  receipt of Merilus USA
               Demand,  the Holder may object in a written  notice  delivered to
               Merilus  USA and the Escrow  Agent to the  computations  or other
               administrative   matters   relating   to  the   proposed   Escrow
               Adjustments  (but may not object to the validity or amount of the
               Claim  previously  disclosed  in the Notice of Claim),  whereupon
               neither  the Escrow  Agent nor  Merilus  USA will make any of the
               Escrow Adjustments until either:

               (i)  Merilus USA and the Holder will have given the Escrow  Agent
                    joint  written   notice  setting  forth  the  agreed  Escrow
                    Adjustments, or

               (ii) the matter is resolved  as  provided in Sections  2.3(b) and
                    2.3(c).

                  Upon  satisfaction  of the  foregoing,  the Escrow  Agent,  as
                  directed  in writing  by Merilus  USA,  and  Merilus  USA will
                  promptly   take  all  steps  to  implement  the  final  Escrow
                  Adjustments.

          (b)  Contested  Claims.  In the event  that the Holder  gives  written
               notice to Merilus USA and the Escrow  Agent  contesting  all or a
               portion  of a Notice of Claim (a  "Contested  Claim")  within the
               30-day period provided above,  matters relating to such Contested
               Claim that are subject to third party claims against  Merilus USA
               or Merilus Canada in a litigation or  arbitration  will await the
               final  decision,  award  or  settlement  of  such  litigation  or
               arbitration,  while matters relating to such Contested Claim that
               arise  between  Merilus  USA on the one hand and  Merilus  Canada
               and/or  the  Holder on the other  hand,  including  any  disputes
               regarding breach of representations and warranties or performance
               or   nonperformance   of  a   party's   obligations   under   the
               Reorganization Agreement ("Arbitrable Claims") will be settled in
               accordance with Section 2.3(c) below.  Any portion of a Notice of
               Claim that is not contested or is subsequently settled by Merilus
               USA and the Holder will be resolved as set forth above in Section
               2.3(a).  If written notice is received by the Escrow Agent that a
               Notice of Claim is contested by the Holder, then the Escrow Agent
               will hold  hereunder  after what would  otherwise  be the Release
               Date (as defined in Section 3.1 below), the

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<PAGE>



          number  of  Escrow  Shares  specified  in  the  Release  Notice  or as
          otherwise provided in Section 3.1, until the earlier of:

          (i)  receipt of a settlement agreement executed by Merilus USA and the
               Holder  setting forth a resolution of the Notice of Claim and the
               Escrow Adjustments;

                    a.   receipt  of  a  written  notice  from  Merilus  USA  (a
                         "Merilus Usa Distribution  Notice") attaching a copy of
                         the  final  award or  decision  of the  arbitrator  and
                         setting forth the Escrow Adjustments  (Merilus USA will
                         at  the  same  time  provide  a  copy  of  Merilus  USA
                         Distribution Notice to the Holder); or

                    b.   receipt  of  a  written   notice  from  the  Holder  (a
                         "Representative  Distribution Notice") attaching a copy
                         of the final award or decision of the  arbitrator  that
                         no  Escrow  Adjustments  are to be made as a result  of
                         such award (the Holder will at the same time  provide a
                         copy  of  the  Representative  Distribution  Notice  to
                         Merilus  USA).  If the  earliest  of the  three  events
                         described in the preceding sentence is (i) or (ii), the
                         Escrow Agent will,  within twenty (20) calendar days of
                         receipt of the  settlement  agreement  or  Merilus  USA
                         Distribution Notice, as applicable,

                    (a)  release  to Merilus  USA of that  portion of the Escrow
                         Fund specified in the Escrow Adjustments and

                    (b)  if the  Release  Date has  occurred,  and  there are no
                         remaining unresolved  Contested Claims,  release to the
                         Holder the balance of the Escrow Fund.  If the earliest
                         of the three  events  described  above is (iii) and the
                         Release Date has  occurred,  and there are no remaining
                         unresolved  Contested  Claims,  the Escrow  Agent will,
                         within  twenty  (20)  calendar  days of  receipt of the
                         Representative  Distribution  Notice,  release  to  the
                         Holder the Retained Escrow (as defined in Section 3.1),
                         provided  that if the Release Date has not occurred the
                         Escrow Fund will  continue  to be held  pursuant to the
                         terms of this Escrow Agreement.

                    (c)  Arbitration.

                    (i) Arbitration Rules. Any Arbitrable Claim, and any dispute
                    between  the  Holder  and  Merilus  USA  under  this  Escrow
                    Agreement,   will  be   submitted   to  final  and   binding
                    arbitration   before  a  single  arbitrator  in  San  Diego,
                    California in  accordance  with the  commercial  arbitration
                    rules of the  American  Arbitration  Association;  provided,
                    however,   that  if  the   Arbitrable   Claim  will   exceed
                    $1,000,000,   the   arbitration   will   be   before   three
                    arbitrators,  two of whom will be lawyers with not less than
                    ten (10) years of corporate or related business  experience.
                    Among other matters,  such  arbitrator(s) will be authorized
                    upon request of either  Merilus USA or the Holder  determine
                    whether  such  Arbitrable  Claim is of a nature which may be
                    resolved,  and  appropriate  relief  afforded,  pursuant  to
                    arbitration.

                    (ii) Binding  Effect.  The final  decision of the arbitrator
                    will be  furnished  in  writing  to the  Escrow  Agent,  the
                    Holder,  the Holder and  Merilus USA and will  constitute  a
                    conclusive  determination of the issue in question,  binding
                    upon the Holder and Merilus USA. The  arbitrator 5 will have
                    the authority to grant any equitable and legal remedies that
                    would be available in any judicial proceeding  instituted to
                    resolve an  Arbitrable  Claim.  Any judgment  upon the award
                    rendered  by the  arbitrator  may be  entered  in any  court
                    having jurisdiction over the subject matter.

                    (iii)  Compensation  of Arbitrator.  The arbitrator  will be
                    compensated  for his or her services,  as provided  below in
                    Section  2.3(c)(iv),   in  accordance  with  the  commercial
                    arbitration rules of the American Arbitration Association.

                    (iv) Payment of Costs. The substantially prevailing party in
                    any  arbitration  will be entitled to an award of attorneys'
                    fees and  costs,  and all  costs of  arbitration,  including
                    those provided for above,  will be paid by the losing party,
                    subject in each case to a determination by the arbitrator as
                    to which party is the substantially prevailing party and the
                    amount of such fees and costs to be  allocated to such party
                    and subject to the terms of Section 2.3(c)(iii). Any amounts
                    payable to Merilus USA by or on account of the Holder  under
                    this  subsection will be reimbursed as if the amount of such
                    awarded fees and expenses were an Uncontested Claim.

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                    (v)  Terms  of   Arbitration.   The  arbitrator   chosen  in
                    accordance with these  provisions will not have the power to
                    alter,   amend  or  otherwise  affect  the  terms  of  these
                    arbitration  provisions  or the  provisions  of this  Escrow
                    Agreement,   the  Reorganization   Agreement  or  any  other
                    documents that are executed in connection therewith.

                    (vi) Exclusive  Remedy.  Arbitration or mediation under this
                    Section 2.3(c) will be the sole and exclusive  remedy of the
                    parties for any Arbitrable  Claim arising out of this Escrow
                    Agreement.

3.0      RELEASE FROM ESCROW

         3.1  Release of Escrow  Fund.  The Escrow  Fund will be released by the
Escrow  Agent and Merilus USA as soon as  practicable,  taking into  account the
notices to be delivered  under this Section 3.1, after the first  anniversary of
the date of this Escrow Agreement (the "Release Date") Less:

          (a)  any of the Escrow Fund delivered to or deliverable to Merilus USA
               in satisfaction of Uncontested  Claims or Contested  Claims which
               have been settled by the parties to this Escrow Agreement, and

          (b)  any of the Escrow  Fund  subject to  delivery  to Merilus  USA in
               accordance  with Section  2.3(b) with respect to any then pending
               Contested Claims.  Within ten (10) of the Escrow Agent's Business
               Days (as defined in Section 7.4) after the Release Date,  Merilus
               USA and the Holder  will  deliver  to the Escrow  Agent a written
               notice  jointly  signed (a "Release  Notice")  setting  forth the
               amount of the Escrow Fund to be released by the Escrow Agent (the
               "Released  Escrow") including the amount of the Escrow Fund to be
               released  to each  Holder and the amount of the Escrow Fund to be
               retained as provided in this Section 3.1 (the "Retained Escrow").
               Merilus USA and the Holder will make a good faith effort to agree
               on a reasonable  portion of the Escrow Fund to retain for pending
               Contested   Claims  and  Prevailing   Party  Awards  and  related
               expenses,  which  will  be an  amount  reasonably  determined  by
               Merilus  USA to  cover  the  amount  of the  Contested  Claim  or
               Prevailing Party Award plus related  indemnifiable costs, but not
               to  exceed  two  times  the  value  of  the  Contested  Claim  or
               Prevailing  Party Award.  Until such  agreement is reached,  or a
               determination  is made in  accordance  with Section  2.3(c),  the
               remaining Escrow Fund will be the Retained  Escrow.  The Released
               Escrow  will be  released  to the Holder in  proportion  to their
               respective  interests in the Initial  Escrow  Shares.  In lieu of
               releasing  any  fractional  Escrow  Shares,  any  fraction  of  a
               released  Escrow Share that would  otherwise be released  will be
               rounded to the nearest whole Escrow Share. Promptly after receipt
               of the Release  Notice,  the Escrow Agent will deliver the Escrow
               Fund in accordance with the Release Notice. The Escrow Agent will
               not be required to take 6 such action  until the Escrow Agent has
               received  the  Release  Notice  executed  by Merilus  USA and the
               Holder  or,  in the  event  Merilus  USA and the  Holder  fail to
               execute and deliver a jointly  approved  Release Notice,  a final
               award or decision which specifies the  distribution of the Escrow
               Fund.

         3.2 Release of Retained Escrow. Upon the resolution of Contested Claims
as  provided  for in Section  2.3(b),  the  Retained  Escrow  will be subject to
release by the Escrow  Agent to Merilus  USA and/or to the Holder in  accordance
with Section 2.3(b),  this Section and as otherwise  provided for in this Escrow
Agreement.  The Escrow  Agent and Merilus USA will cause the  transfer  agent to
transfer  to Merilus  USA the number of Escrow  Shares to be released to Merilus
USA pursuant to Section 2.3(b) and reissue  certificates  for Escrow Shares that
are to be either  distributed  to the Holder  pursuant to Section 3.1 or further
retained by the Escrow Agent pending the  resolution of Contested  Claims and/or
Prevailing  Party  Awards.  Any Escrow Fund  released from escrow to Merilus USA
will be subject to cancellation by Merilus USA without  requiring Merilus USA to
pay any  consideration  whatsoever  in receipt  to Merilus  Canada or any of the
Holder, except in satisfaction of the Claim.

         3.3  Expenses of Holder.  The Holder will be entitled to be  reimbursed
his reasonable  out-of-pocket expenses and the reasonable fees and disbursements
of  counsel  retained  by  him.  Such  reimbursements  will  be  treated  as  an
Uncontested Claim on a pro rata basis among the contributors to the Escrow Fund,
for all services  performed  pursuant to the  Reorganization  Agreement and this
Escrow Agreement;  provided, however, that payment of any Escrow Adjustment will
take priority over payments to the Holder, as provided herein.  The Escrow Agent
will  follow  the joint  written  instructions  of the Holder  and  Merilus  USA
concerning the release or sale of Escrow Fund

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relating to the  reimbursement of the Holder. If upon termination of this Escrow
Agreement,  the Holder will not have received the  reimbursements to which he is
entitled  hereunder,  then the Holder will be entitled to reimbursement from the
other Holder on a joint and several basis.

4.0      ESCROW AGENT

         4.1 Escrow  Agent.  The Escrow  Agent  undertakes  to perform only such
duties as are  expressly  set forth  herein and no duties will be  implied.  The
Escrow  Agent  will have no  liability  under and no duty to  inquire  as to the
provisions of any agreement other than this Escrow  Agreement.  The Escrow Agent
may rely upon and will not be liable for acting or  refraining  from acting upon
any  written  notice,  instruction  or request  furnished  to it  hereunder  and
believed by it to be genuine and to have been signed or  presented by the proper
party or  parties.  The Escrow  Agent  will be under no duty to inquire  into or
investigate the validity,  accuracy or content of any such document.  The Escrow
Agent will have no duty to solicit any payments  which may be due it. The Escrow
Agent  will not be liable  for any  action  taken or omitted by it in good faith
except to the extent that a court of competent jurisdiction  determines that the
Escrow Agent's gross  negligence or willful  misconduct was the primary cause of
any loss to Merilus  USA or  Holder.  The Escrow  Agent may  execute  any of its
powers and perform  any of its duties  hereunder  directly or through  agents or
attorneys  (and will be liable only for the careful  selection of any such agent
or attorney)  and may consult with  independent  counsel and  accountants  to be
selected  and  retained by it. The Escrow  Agent will not be liable for anything
done,  suffered or omitted in good faith by it in accordance  with the advice or
opinion of any such counsel,  accountants or other skilled persons. In the event
that the Escrow Agent will be uncertain as to its duties or rights  hereunder or
will  receive  instructions,  claims or  demands  from any party to this  Escrow
Agreement  which,  in its opinion,  conflict with any of the  provisions of this
Escrow Agreement,  it will be entitled to refrain from taking any action and its
sole  obligation  will be entitled to keep  safely all  property  held in escrow
until it will be directed  otherwise  in writing by all of the other  parties to
this Escrow  Agreement  or by a final order or judgment of a court of  competent
jurisdiction.   Anything   in  this   Escrow   Agreement   to  the  7   contrary
notwithstanding,  in no event  will the  Escrow  Agent be  liable  for  special,
indirect or consequential  loss or damage of any kind whatsoever  (including but
not limited to lost  profits),  even if the Escrow Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action.

         4.2 Succession.  The Escrow Agent may resign and be discharged from its
duties or  obligations  hereunder by giving 10 days advance notice in writing of
such resignation to the other parties to this Escrow Agreement specifying a date
when such  resignation  will take effect.  Any  corporation or association  into
which  the  Escrow  Agent may be merged  or  converted  or with  which it may be
consolidated,  or any  corporation or association to which all or  substantially
all the escrow  business of the Escrow Agent's  corporate trust line of business
may be transferred, will be the Escrow Agent under this Escrow Agreement without
further act.

         4.3      Fees. Merilus USA and the Holder agree to equally:

         (a)      pay the Escrow Agent upon  execution of this Escrow  Agreement
                  and from time to time thereafter  reasonable  compensation for
                  the services to be rendered hereunder,  which unless otherwise
                  agreed in writing will be as described in Schedule 1 attached,
                  and
         (b)      pay or  reimburse  the  Escrow  Agent  upon  request  for  all
                  expenses,  disbursements  and advances,  including  reasonable
                  attorney's  fees  and  expenses,  incurred  or  made  by it in
                  connection  with  the  preparation,   execution,  performance,
                  delivery,   modification   and   termination  of  this  Escrow
                  Agreement.

Each  party will have a right of  contribution  against  the other  party to the
extent such party pays more than its 50% share of the  expenses set forth in (i)
and (ii) of this Section 4.3.

         4.4  Indemnity.  Merilus USA and the Holder will jointly and  severally
indemnify,  defend  and  save  harmless  the  Escrow  Agent  and its  directors,
officers,  agents and employees (the "indemnitees") from all loss,  liability or
expense (including the fees and expenses of in house or outside counsel) arising
out of or in connection with:


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         (a)      the Escrow  Agent's  execution and  performance of this Escrow
                  Agreement,  except in the case of any indemnitee to the extent
                  that  such  loss,  liability  or  expense  is due to the gross
                  negligence or willful misconduct of such indemnitee, or
         (b)      its  following  any  instructions  or  other  directions  from
                  Merilus USA or Holder, except to the extent that its following
                  any such  instruction  or direction is expressly  forbidden by
                  the terms of this Escrow Agreement.

The parties to this Escrow Agreement  acknowledge that the foregoing indemnities
will survive the  resignation or removal of the Escrow Agent or the  termination
of this Escrow  Agreement.  The parties hereby grant the Escrow Agent a lien on,
right of set-off  against  and  security  interest  in the  Escrow  Fund for the
payment of any claim for indemnification, compensation, expenses and amounts due
hereunder.

         4.5 TINS.  Merilus  USA and  Holder  each  represent  that its  correct
Taxpayer  Identification Number ("TIN") assigned by the Internal Revenue Service
or any other taxing  authority is set forth in Schedule 1. All interest or other
income  earned  under  the  Escrow  Agreement  will be  allocated  to  Holder in
proportion to Holder's interest in the Escrow Fund and reported by the Holder to
the Internal Revenue Service or any other taxing authority. Notwithstanding such
written directions, Escrow Agent will report and, as required withhold any taxes
as it determines  may be required by any law or regulation in effect at the time
of the distribution.  In the event that any earnings remain undistributed at the
end of any  calendar  year,  Escrow  Agent will report to the  Internal  Revenue
Service or such other  authority  such  earnings as it deems  appropriate  or as
required  by any  applicable  law or  regulation  or, to the  extent  consistent
therewith,  as directed in writing by Merilus USA and the Holder.  In  addition,
Escrow Agent will  withhold any taxes it deems  appropriate  and will remit such
taxes to the appropriate authorities.

5.0      TERMINATION; DEFICIENCY CLAIMS

                  This  Escrow  Agreement  and the escrow  created  hereby  will
terminate following Escrow Agent's delivery,  and the Holder's and Merilus USA's
release of all remaining  Escrow Fund to the Holder and/or  Merilus USA pursuant
to  Sections  2 or 3. In the event  that  upon the  termination  of this  Escrow
Agreement,  the value of the Escrow Fund released to Merilus USA pursuant to the
provisions of this Escrow  Agreement is  insufficient  to pay in full to Merilus
USA the total amount of the Damages and  Prevailing  Party Awards to which it is
entitled,  then Merilus USA will be entitled to pursue its remedies for any such
deficiency under the Reorganization Agreement;  provided, however, that no party
to this  Escrow  Agreement  in  connection  with any such action may contest any
Uncontested  Claim or any  Contested  Claim that has been resolved in accordance
with the provisions of this Escrow Agreement.

6.       MISCELLANEOUS PROVISIONS

         6.1 Parties in Interest.  This Escrow  Agreement is not  intended,  nor
will it be construed, to confer any enforceable rights on any Person not a party
to this  Escrow  Agreement.  All of the  terms  and  provisions  of this  Escrow
Agreement will be binding upon and inure to the benefit of and be enforceable by
the respective successors and assigns of the parties to this Escrow Agreement.

         6.2  Attorneys'  Fees.  In the  event  of any  action  to  enforce  any
provision of this Escrow  Agreement by Merilus USA or the Holder,  or on account
of any default  under or breach of this Escrow  Agreement  by Merilus USA or the
Holder,  the  substantially  prevailing party in such action will be entitled to
recover,  in addition to all other relief,  from the other party all  attorneys'
fees incurred by the  substantially  prevailing  party in  connection  with such
action (including,  but not limited to, any appeal);  provided, however that any
such fees will not be duplicative  of attorneys fees and expenses  payable under
Section 2.3(c)(iv).

     6.3 Entire  Agreement.  This  Escrow  Agreement  constitutes  the final and
entire  agreement  among the parties with respect to the subject  matter of this
Escrow Agreement and supersedes all prior arrangements or understandings.

     6.4 Form of Communication.  All communications hereunder will be in writing
and will be deemed to be duly given and received:

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<PAGE>



          (a)  upon  delivery  if  delivered   personally   or  upon   confirmed
               transmittal if by facsimile;

          (b)  on the next  Business  Day (as  hereinafter  defined)  if sent by
               overnight courier; or

          (c)  four (4)  Business  Days  after  mailing  if  mailed  by  prepaid
               registered  mail,  return receipt  requested,  to the appropriate
               notice  address set forth on Schedule 1 or at such other  address
               as any party to this Escrow  Agreement may have  furnished to the
               other  parties in  writing by  registered  mail,  return  receipt
               requested.

Notwithstanding the above, in the case of communications delivered to the Escrow
Agent pursuant to (ii) and (iii) of this Section 6.4, such  communications  will
be deemed to have been given on the date  received by the Escrow  Agent.  In the
event that the Escrow Agent,  in its sole  discretion,  will  determine  that an
emergency exists,  the Escrow Agent may use such other means of communication as
the Escrow Agent deems appropriate.  "Business Day" will mean any day other than
a Saturday,  9 Sunday or any other day on which the Escrow Agent  located at the
notice  address  set forth on  Schedule 1 is  authorized  or  required by law or
executive order to remain closed.

         6.5  Security   Procedures.   In  the  event   Escrow  Share   transfer
instructions  are given  (other than in writing at the time of execution of this
Escrow Agreement),  whether in writing,  by telecopier or otherwise,  the Escrow
Agent is  authorized  to seek  confirmation  of such  instructions  by telephone
call-back to the person or persons designated on Schedule 2 attached  ("Schedule
2"), and the Escrow Agent may rely upon the confirmation of anyone purporting to
be the person or persons so  designated.  The persons and telephone  numbers for
call-backs may be changed only in a writing  actually  received and acknowledged
by the Escrow  Agent.  The Escrow  Agent and the  beneficiary  any Escrow  Share
transfer may rely solely upon any account numbers or similar identifying numbers
provided by Merilus USA or Holder to identify such beneficiary. The Escrow Agent
may apply any of the Escrow  Fund for any payment  order it  executes  using any
such  identifying  number,  even where its use may result in a person other than
the  beneficiary  being paid. The parties to this Escrow  Agreement  acknowledge
that these security procedures are commercially reasonable.

         6.6 Severability.  If any term or provision of this Escrow Agreement or
the application as to any Person or  circumstance  will to any extent be invalid
or unenforceable, the remaining terms and provisions of this Escrow Agreement or
the application of such term or provision to persons or circumstances other than
those as to which  it is held  invalid  or  unenforceable  will not be  affected
thereby and each term and provision of this Escrow  Agreement  will be valid and
enforceable to the fullest extent permitted by law.

         6.7 Counterparts.  This Escrow Agreement may be executed in two or more
partially  or fully  executed  counterparts,  each of which  will be  deemed  an
original and will bind the signatory,  but all of which together will constitute
but one and the same instrument.  The execution and delivery of a Signature Page
to Escrow Agreement in the form annexed to this Escrow Agreement by any party to
this Escrow Agreement who will have been furnished the final form of this Escrow
Agreement will constitute the execution and delivery of this Escrow Agreement by
such party.

         6.8  Headings.  The  headings  of the  various  sections of this Escrow
Agreement  have been inserted for  convenience of reference only and will not be
deemed to be a part of this Escrow Agreement.

         6.9  Miscellaneous.  The  provisions  of this Escrow  Agreement  may be
waived, altered, amended or supplemented, in whole or in part, only by a writing
signed by all of the  parties to this  Escrow  Agreement.  Neither  this  Escrow
Agreement  nor any right or  interest  hereunder  may be assigned in whole or in
part by any party, except as provided in Section 6, without the prior consent of
the other parties. This Escrow Agreement will be governed by and construed under
the laws of the State of Nevada,  except the rights,  duties and  obligations of
the Escrow Agent will be governed by the laws of the State of Utah.  The parties
further hereby waive any right to a trial by jury with respect to any lawsuit or
judicial  proceeding  arising or relating to this Escrow Agreement.  No party to
this Escrow  Agreement  is liable to any other party for losses due to, or if it
is unable to perform its  obligations  under the terms of this Escrow  Agreement
because  of, acts of God,  fire,  floods,  strikes,  equipment  or  transmission
failure, or other causes reasonably beyond its control.



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         IN  WITNESS  WHEREOF,  the  parties  have  duly  executed  this  Escrow
Agreement as of the day and year set forth on Schedule 1.



MERILUS, INC.



By:_____________________________
Name:__________________________
Title:___________________________

MERILUS TECHNOLOGIES INC.



By:_____________________________
Name:__________________________
Title:___________________________


INTERWEST TRANSFER COMPANY, INC.



By:_____________________________
Name:__________________________
Title:___________________________