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                                                                   EXHIBIT 10.74

                S H A R E   P L E D G E   A G R E E M E N T



PLEDGOR:                          3045207 Nova Scotia
                                  Company


SECURED PARTY:                    Foothill Capital Corporation


CORPORATION:                      1423280 Ontario Inc.



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                             SHARE PLEDGE AGREEMENT


PARTIES


        PLEDGOR


Name:            3045207 Nova Scotia Company

Address:         Summit Place
                 1601 Lower Water Street
                 PO Box 730
                 Halifax, Nova Scotia
                 B3J 2V1

Fax No:          (902) 425-6500


        SECURED PARTY


Name:            Foothill Capital Corporation

Address:         2450 Colorado Avenue,
                 Suite 3000 West
                 Santa Monica, California
                 90404

Fax No:          (310) 453-7443


        CORPORATION


Name:            1423280 Ontario Inc.

Address:         100 King Street West
                 1 First Canadian Place Suite 6600 Toronto, ON M5X 1B8

Fax No:          (416) 863-6666


        EFFECTIVE DATE

               December 14, 2000 (the "Effective Date")



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1.      GRANT OF SECURITY INTEREST

        For valuable consideration (the receipt and sufficiency of which each of
the parties hereto hereby acknowledges) the Pledgor hereby assigns, pledges,
hypothecates and grants to the Secured Party a security interest (to which the
Personal Property Security Act (Nova Scotia) and the regulations thereto, as the
same may be amended from time to time (the "PPSA") applies) in and grants,
mortgages and charges as and by way of a fixed and specific mortgage and charge
to and in favour of the Secured Party, all of the Pledgor's rights, title and
interests in and to 7,500,000 Class C voting shares in the capital of the
Corporation owned by the Pledgor including without limitation all dividends or
other distributions paid or payable in respect thereof from time to time (the
"SHARES"), all pursuant to and in accordance with the provisions of this
Agreement.

2.      SECURED OBLIGATIONS

        The security interests, mortgages and charges granted hereby secure all
of the following (collectively, the "OBLIGATIONS"): both the performance and the
payment to the Secured Party of all obligations, debts and liabilities
(including, without limitation, on account of damages) of the Pledgor to the
Secured Party, present or future, direct or indirect, absolute or contingent,
liquidated or unliquidated, matured or not, wheresoever and howsoever incurred,

        (a)     whether arising under this or any other agreement (whether
                written or oral), instrument or writing;

        (b)     whether arising from dealings between the Secured Party and the
                Pledgor or from other dealings or proceedings by which the
                Secured Party may be or become in any manner whatever a
                creditor, obligee or promisee of the Pledgor;

        (c)     whether incurred by the Pledgor alone or with another or others;

        (d)     whether incurred by the Pledgor as principal, surety,
                indemnitor, obligor or promissor; and

        (e)     whether such obligations, debts and liabilities are from time to
                time reduced and thereafter increased or entirely extinguished
                and thereafter incurred again,

        all including, without limitation, all interest, commissions, legal and
other costs, charges and expenses payable in connection with any and all of the
foregoing and, in addition thereto, the Expenses (provided for and defined
below).



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3.      ATTACHMENT

        Each of the parties hereto acknowledges and confirms that the security
interests, mortgages and charges granted hereby shall attach:


        (a)     forthwith upon the Effective Date with respect to the Shares in
                which the Pledgor then has rights; and

        (b)     with respect to Substituted or Additional Shares (defined below)
                forthwith upon the Pledgor first acquiring rights in such
                Substituted or Additional Shares.

        For greater certainty, without in any way limiting the above, each of
the parties hereto acknowledges and confirms that they have not agreed to
postpone the time for attachment of the said security interests, mortgages and
charges.


4.      PERFECTION

        (a)     Subject to paragraph 4(b) hereof, in furtherance of the security
                interests, mortgages and charges hereby granted to the Secured
                Party, the Pledgor agrees that contemporaneously with the
                execution of this Agreement, it shall deliver the following to
                the Secured Party upon the terms hereof:

                (i)     the relevant share certificate(s) representing all of
                        the Shares, duly registered in the name of the Pledgor,
                        and duly endorsed in blank for transfer hereunder and
                        noting conspicuously on the face thereof the following:

                                "TAKE notice that the ownership and transfer of
                                the shares represented by this Certificate are
                                restricted by and are subject to the provisions
                                of a Share Pledge Agreement dated December ,
                                2000".


                (ii)    a transfer in blank of the Shares duly executed by the
                        Pledgor, the Pledgor hereby giving the Secured Party the
                        authority to complete the said transfer on its behalf
                        upon the occurrence of an Event of Default (defined
                        below);

                (iii)   a certified copy of a resolution of the directors of the
                        Corporation approving the hypothecation and pledge of
                        the Shares to the Secured Party, the notation of the
                        Secured Party's interest on the relevant share
                        certificate(s) and in the shareholder ledgers of the
                        Corporation, any further transfers of the Shares made
                        pursuant to this Agreement, and the recording of same in
                        the books and records of the Corporation, which
                        resolution shall state that it may not be amended or
                        revoked without the prior written consent of the Secured
                        Party; and

                (iv)    signed, undated resignations addressed to the
                        Corporation pursuant to which each officer and/or
                        director of the Corporation resigns from all offices
                        with the Corporation and/or as a director on its board
                        of directors.

        (b)     The Secured Party acknowledges and agrees that it shall hold the
                Shares hereby delivered to it in accordance with the terms of
                this Agreement.



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5.      RIGHT TO VOTE

        So long as no Event of Default has occurred hereunder, the Pledgor shall
be entitled to remain as shareholder of record of the Shares and to exercise all
voting rights in respect of the Shares.


6.      RIGHT TO DIVIDENDS, ETC.

        So long as no Event of Default has occurred hereunder, the Pledgor shall
be entitled to receive all dividends and other distributions paid or payable in
respect of the Shares. In the event that the Pledgor receives any dividend or
other distribution contrary to the foregoing it shall stand possessed of same in
trust solely for the Secured Party and shall forthwith pay or deliver the same
to the Secured Party to be applied in accordance with paragraph 15.


7.      PLEDGOR'S WARRANTIES

        The Pledgor hereby represents and warrants to and covenants with the
Secured Party as follows and acknowledges that the Secured Party is, in part,
relying upon such representations, warranties and covenants in accepting the
security interests, mortgages and charges granted upon the terms of this
Agreement:


        (a)     Ownership of Shares: The Pledgor is the absolute and beneficial
                owner of the Shares and none of the Shares is held in the name
                of any person other than the Pledgor, whether as agent, trustee
                or other nominee for the Pledgor and the Shares are recorded in
                the name of the Pledgor in the shareholder ledgers and registers
                in the Corporation's minute book.

        (b)     No Encumbrances: The Shares are owned by the Pledgor with good
                and marketable title thereto and they are and shall at all times
                be kept free and clear of any and all mortgages, hypothecs,
                pledges, claims, adverse claims, demands, liens, charges,
                security interests, encumbrances, agreements, rights and
                equities of any kind whatsoever other than those given by the
                Pledgor to or in favour of Secured Party.

        (c)     Due Authorization: The Pledgor has the corporate power and
                capacity to enter into this Agreement and to do all acts and
                things as are required or contemplated hereunder to be done,
                observed and performed by it.

        (d)     Right to Grant: The Pledgor has taken all necessary corporate
                action to authorize the execution, delivery and performance of
                this Agreement and the Pledgor shall at all relevant times have
                the full right, power and authority to perform its obligations
                hereunder and to grant the security interests, mortgages and
                charges as herein provided.

        (e)     No Default: The entering into of this Agreement and the
                performance by the Pledgor of its obligations hereunder does not
                and will not contravene, breach or result in any default under
                any agreement to which the Pledgor is a party or by which the
                Pledgor or any of the Shares may be bound and will not result in
                or



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                permit the acceleration of the maturity of any indebtedness,
                liability or obligation of the Debtor under any such agreement.

        (f)     No Agreements or Options: No person, firm or corporation other
                than the Secured Party has any agreement or option (whether
                written or oral) or any right or privilege (whether by law,
                pre-emptive or contractual) capable of becoming an agreement or
                option for the purchase of the Shares or any interests therein
                or rights thereto.

        (g)     No Litigation: There is not pending any court, administrative,
                regulatory or other action or legal proceeding of any sort
                either to restrain or otherwise prevent in any manner the
                Pledgor from effectually and legally hypothecating and pledging
                the Shares to the Secured Party free and clear of any and all
                mortgages, hypothecs, pledges, claims, adverse claims, demands,
                liens, charges, security interests, encumbrances, agreements,
                rights and equities of any kind whatsoever or any suit, action
                or proceeding the effect of which would be to cause a lien to
                attach to the Shares or to divest title to the Shares in any
                manner whatsoever.

        (h)     Issued Capital: The only issued and outstanding shares in the
                capital of the Corporation owned by the Pledgor are the Shares
                and no person, firm or corporation has any agreement or option
                (whether written or oral) or any right or privilege (whether by
                law, pre-emptive or contractual) capable of becoming an
                agreement, including convertible securities, warrants or
                convertible obligations of any nature for the purchase,
                subscription, allotment or issuance of any of the unissued
                shares in the capital of the Corporation.

8.      PLEDGOR'S COVENANTS

        The Pledgor covenants and agrees with the Secured Party that:


        (a)     Obligations: The Pledgor shall pay, perform, satisfy, fulfill
                and discharge the Obligations when due.

        (b)     No Transfers or Encumbrances: The Pledgor shall not either
                directly or indirectly (including by way of corporate
                reorganization, amalgamation or otherwise) sell, transfer,
                convey, assign, exchange, convert or in any manner dispose of,
                pledge or in any manner encumber any of the Shares without the
                prior written consent of the Secured Party, except as expressly
                permitted or required elsewhere herein.

        (c)     Substituted or Additional Shares: In the event any substituted
                or additional shares in the capital of the Corporation are
                received or acquired (directly or indirectly) by or on behalf of
                the Pledgor, whether as a result of a share issuance,
                subdivision, consolidation, conversion, reclassification, stock
                dividend, transfer, sale, reorganization, amalgamation or
                otherwise (the "SUBSTITUTED OR ADDITIONAL SHARES"), the Pledgor
                shall stand possessed of the Substituted or Additional Shares in
                trust for the Secured Party and shall forthwith deliver to the
                Secured Party the certificate or certificates representing the
                Substituted or Additional Shares together with a certified copy
                of the resolution of the directors of the Corporation approving
                the hypothecation and pledge thereof to the Secured Party
                whereupon the Secured Party shall hold and deal with the
                Substituted or Additional Shares and the certificate or
                certificates evidencing the same as the Shares.



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9.      EVENTS OF DEFAULT

        Forthwith upon the occurrence of any of the following events (an "EVENT
OF DEFAULT"), the Obligations will, without the Secured Party being required to
give notice or demand, become due and payable in full and, to the extent
applicable, be required to be fully performed:


        (a)     the failure of the Pledgor to pay when due any payment of any of
                the Obligations;

        (b)     the failure of the Pledgor to perform any of the Obligations;

        (c)     any representation, warranty, statement or report which is false
                or incorrect in any respect having been made or given by the
                Pledgor to the Secured Party, whether contained herein or in any
                other agreement (written or oral), instrument or writing;

        (d)     the failure or inability of the Pledgor or the Corporation to
                pay any of its debts or liabilities as the same fall due;

        (e)     the occurrence of a default by the Pledgor under any agreement,
                instrument or writing entered into by the Pledgor with any
                person(s);

        (f)     the Pledgor or the Corporation making or agreeing to make an
                assignment, disposition or conveyance, whether by way of sale or
                otherwise, of its assets in bulk;

        (g)     the abandonment by the Pledgor or the Corporation of its assets
                or any part thereof;

        (h)     the Pledgor or the Corporation ceasing or threatening to cease
                carrying on its business or any of its businesses;

        (i)     the Pledgor or the Corporation taking any action or commencing
                any proceeding or any action or proceeding being taken or
                commenced by another person or persons against the Pledgor or
                the Corporation in respect of the liquidation, dissolution or
                winding-up of the Pledgor or the Corporation, including without
                limitation, any action or proceeding under the Winding Up and
                Restructuring Act, the Business Corporations Act (Ontario), the
                Canada Business Corporations Act or other similar legislation
                whether now or hereinafter in effect;

        (j)     the Pledgor or the Corporation taking any action or commencing
                any proceeding or any action or proceeding being taken or
                commenced by another person or persons against the Pledgor or
                the Corporation relating to the reorganization, readjustment,
                compromise or settlement of the debts owed by the Pledgor or the
                Corporation to its creditors where such reorganization,
                readjustment, compromise or settlement shall affect a
                substantial portion of the Pledgor's or the Corporation's
                assets, including without limitation, the filing of a notice of
                intention to make a proposal or the filing of a proposal
                pursuant to the provisions of the Bankruptcy and Insolvency Act,
                the making of an order under the Companies' Creditors
                Arrangements Act or the commencement of any similar action or
                proceeding by the Pledgor or the Corporation or such person or
                persons;



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        (k)     the Pledgor or the Corporation committing or threatening to
                commit any act of bankruptcy pursuant to or set out under the
                provisions of the Bankruptcy and Insolvency Act;

        (l)     the filing of a petition for a receiving order against the
                Pledgor or the Corporation pursuant to the provisions of the
                Bankruptcy and Insolvency Act;

        (m)     any execution, sequestration or other process of any court or
                other tribunal becoming enforceable against the Pledgor or the
                Corporation or a distress or analogous action or proceeding
                being taken, commenced or issued against the Pledgor or the
                Corporation or levied upon or in respect of its assets or any
                part thereof, or any lien, trust claim or any other right or
                entitlement against or in respect of its assets or any part
                thereof becoming effective, including, without limitation, a
                warrant of distress of any rent in respect of any premises
                occupied by the Pledgor or the Corporation or any premises in or
                upon which its assets or any part thereof may at any time be
                situate or if a notice of an adverse claim in respect of the
                Shares is made;

        (n)     the loss, damage, destruction or confiscation of any part of the
                assets of the Pledgor or the Corporation unless upon such event,
                the Pledgor pays to the Secured Party forthwith such amount as
                the Secured Party in its absolute and uncontrolled discretion
                determines is satisfactory; and

        (o)     the Secured Party in good faith and having commercially
                reasonable grounds for believing that the ability of the Pledgor
                to pay any monies hereby secured or to perform any requirement
                of any provision contained in this Agreement or any other
                agreement (written or oral), instrument or writing heretofore or
                hereafter given by the Pledgor to the Secured Party is impaired
                or that the assets of the Pledgor or the Corporation are in
                danger of being lost, damaged, destroyed or confiscated.

10.     RIGHTS AND REMEDIES

        Forthwith upon the occurrence of an Event of Default, the security
interests, mortgages and charges granted herein shall be enforceable and the
Pledgor and the Secured Party shall have, in addition to any other rights and
remedies provided by law, the rights and remedies of a debtor and a secured
party respectively under the PPSA and those provided by this Agreement.


11.     EXPENSES

        The reasonable costs and expenses of the Secured Party in the
preparation, execution and delivery of this Agreement, the registration of this
Agreement or of notices, financing statements or other filings in respect
thereof, the reasonable costs and expenses of the Secured Party in connection
with the preparation or review of waivers, consents, amendments or other matters
pertaining to the subject matter of this Agreement, the reasonable costs and
expenses expressly provided for in the PPSA and, in addition thereto, the cost
of any insurance, taxes, solicitor's fees, costs and other legal expenses and
all other costs, charges and expenses of or incurred (on a scale as between a
solicitor and his own client) by the Secured Party in respect of any of the
foregoing and in respect of the enforcement of the Obligations, including taking
possession, custody, holding, preserving, protecting, repairing, using or
operating, collecting, realizing, processing, preparing for disposition and
disposing of the Shares and any other collateral for the Obligations taken by
the Secured Party (collectively, the "Expenses") shall be payable by the



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Pledgor to the Secured Party forthwith upon demand, shall be deemed advanced to
the Pledgor by the Secured Party, shall bear interest at a rate equal to the
Prime Rate (defined below) plus 4% per annum calculated, both before and after
demand, maturity, default and judgment, from the date each of the Expenses,
respectively, was incurred until fully paid by the Pledgor and shall be secured
by this Agreement.

        "PRIME RATE" means the annual rate of interest announced from time to
time by Royal Bank of Canada as a reference rate then in effect for determining
interest rates on Canadian dollar commercial loans in Canada.

        The Pledgor authorizes the Secured Party to designate, in its sole
discretion, any number of years as the registration period in any financing
statement or financing change statement filed with respect to this Agreement or
any other agreement delivered by the Pledgor to the Secured Party ("DESIGNATED
PERIOD").

        The Pledgor acknowledges and confirms that:


        (a)     all registration costs in connection with the filing of the
                aforesaid financing statements or financing change statements
                are and shall be reasonable and shall form part of the Expenses;

        (b)     the designation of the number of years comprising the Designated
                Period shall not constitute an acknowledgement by or commitment
                or other obligation of the Secured Party to provide financial
                assistance (whether by loan, agreement or otherwise) to the
                Pledgor at any time or from time to time during the Designated
                Period; and

        (c)     the Secured Party shall be entitled to exercise all of its
                rights and remedies provided for in this Agreement forthwith
                upon the occurrence of an Event of Default notwithstanding that
                such Event of Default may occur prior to the expiration of the
                Designated Period.

12.     NOTICE OF DISPOSITION

        Unless not required to do so by applicable law, the Secured Party shall
give to the Pledgor at least 15 days written notice of the Secured Party's
intention to dispose of the Shares. Such notice may be sent by registered mail
to the last known post office address of the Pledgor.


13.     MODE OF DISPOSITION

        The Secured Party may dispose of the Shares by a private sale or public
auction or tender at any place and time whatsoever and in such manner and at
such price as the Secured Party may reasonably determine, either for cash or on
credit, or for part cash and part credit. The Secured Party may postpone any
sale prior to the date thereof and may sell the Shares as a whole or in parcels
and if in parcels in such order and manner as the Secured Party may reasonably
determine. Until the time such sale is completed, the amount of any dividends or
other distributions paid or payable by the Corporation in respect of the Shares
shall be paid to the Secured Party.



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14.     SECURED PARTY MAY PURCHASE

        Upon the disposition of the Shares at a public sale, the Secured Party
may become a purchaser of the Shares free of any right or equity of redemption
which right or equity is hereby expressly waived.

15.     PROCEEDS OF DISPOSITION/DEFICIENCY

        Any proceeds of any disposition of any of the Shares shall be applied by
the Secured Party firstly on account of the Expenses, and any balance of such
proceeds shall be applied by the Secured Party on account of the Obligations
(other than the Expenses) in such order of application as the Secured Party may
from time to time effect and the same shall not be subject to dispute by the
Pledgor. If such proceeds fail to satisfy the Obligations, the Pledgor shall be
liable for the full amount of the deficiency resulting to the Secured Party.


16.     GENERAL PROVISIONS



        (a)     Discharge: The Pledgor shall not be discharged from the
                Obligations by any extension of time, additional advances,
                renewals, amendments or extensions to this Agreement, any waiver
                by or failure of the Secured Party to enforce any provision of
                this Agreement or any other agreement, the taking of further
                security, releasing security, extinguishment of the security
                interests, mortgages and charges as to all or any part of the
                Shares, or any other act except a release or discharge by the
                Secured Party of the security interests, mortgages and charges
                granted hereby upon the full payment and performance of the
                Obligations, at which time the Secured Party shall, at the
                Pledgor's expense, deliver to the Pledgor the relevant share
                certificate(s) representing all of the Shares duly endorsed in
                blank for transfer, all other documents held by the Secured
                Party pursuant to this Agreement, and all necessary discharges
                and releases of the security interests, mortgages and charges
                granted hereby.

        (b)     Other Security:

                (i)     The security constituted by this Agreement is in
                        addition to and not in substitution for any other
                        security, guarantee or right from time to time held by
                        the Secured Party;

                (ii)    The Secured Party may realize upon or enforce all or
                        part of any security, guarantee or right from time to
                        time held by it in any order it desires and any
                        realization by any means upon any security, guarantee or
                        right shall not bar realization by upon any other
                        security, guarantee or right; and

                (iii)   The taking of any action or proceeding or refraining
                        from so doing or any other dealings with or in respect
                        of any other security, guarantee or right from time to
                        time held by the Secured Party shall not release or
                        affect the security provided for in this Agreement and
                        the taking of the security hereby granted or any
                        proceedings hereunder for the realization of the
                        security



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                        hereby granted shall not release or affect any other
                        security, guarantee or right from time to time held by
                        the Secured Party.

        (c)     Waiver, etc.: No failure or delay on the part of the Secured
                Party to exercise any right provided for in or contemplated by
                this Agreement and no waiver as to an Event of Default hereunder
                shall operate as a waiver thereof unless made in writing and
                signed by the Secured Party and, in that event, such waiver
                shall operate only as a waiver of the right or Event of Default
                expressly referred to therein. Nothing in this Agreement and
                nothing referred to in the Obligations shall preclude any other
                remedy by action or otherwise for the enforcement of this
                Agreement or the payment and performance in full of the
                Obligations.

        (d)     Secured Party Assignment: All rights and obligations of the
                Secured Party hereunder shall be freely assignable in whole or
                in part without the consent of the Pledgor and in any action
                brought by any assignee to enforce such rights, the Pledgor
                shall not assert against such assignee any claim, defence, right
                of set-off, or the benefit of any equities which the Pledgor now
                has or may hereafter have against the Secured Party.

        (e)     Entire Agreement: This Agreement sets forth the entire intent
                and understanding of the parties relating to the subject-matter
                hereof and supersedes and replaces all prior agreements and
                commitments, whether written or oral, made between the parties
                and all earlier discussions and negotiations between them. The
                parties are not relying upon and there are no collateral or
                other representations, warranties, agreements or covenants made
                by any of the parties hereto which are not contained herein.

        (f)     Further Assurances: Each of the parties hereto shall and will,
                from time to time and at all times hereafter upon every
                reasonable written request so to do, cause such meetings to be
                held, resolutions passed and by-laws enacted, exercise its vote
                and influence, make, do, execute and deliver, or cause to be
                made, done, executed and delivered, all such further papers,
                acts, deeds, assurances and things as may be necessary or
                desirable in the opinion of any party or counsel for any party,
                acting reasonably, for implementing and carrying out more
                effectually the true intent and meaning of this Agreement
                including, without limitation, to perfect or better perfect the
                security interests, mortgages and charges of the Secured Party
                in the Shares or any part thereof.

        (g)     Severability: In the event that any covenant or provision
                contained in this Agreement is held to be invalid, illegal or
                unenforceable in whole or in part, the validity, legality and
                enforceability of the remaining covenants and provisions shall
                not be affected or impaired thereby and all such remaining
                covenants and provisions shall continue in full force and
                effect. All covenants and provisions hereof are declared to be
                separate and distinct covenants or provisions, as the case may
                be.

        (h)     Headings: All headings and titles in this Agreement are for
                convenience of reference only and shall not affect the
                interpretation of the terms hereof.

        (i)     Gender, etc.: In construing this Agreement, all words and
                personal pronouns relating thereto shall be read and construed
                as the number and gender of the party or parties referred to in
                each case require, and the verb agreeing therewith shall



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                be construed as agreeing with the required word and pronoun.
                Words such as "hereunder", "hereto", "hereof", "herein", and
                other words commencing with "here", shall unless the context
                clearly indicates the contrary, refer to the whole of this
                Agreement and not to any particular paragraph or part thereof.

        (j)     Binding Effect: All rights of the Secured Party hereunder shall
                enure to the benefit of its successors and assigns and all
                obligations of the Pledgor hereunder shall bind the Pledgor, its
                successors and assigns. Each reference to the Secured Party in
                this Agreement shall be deemed to include a reference to the
                Secured Party, its successors and assigns and each reference to
                the Pledgor in this Agreement shall be deemed to include a
                reference to the Pledgor, its successors and assigns.

        (k)     Re Liabilities: If more than one person executes this Agreement
                as Pledgor, their obligations under this Agreement shall be
                joint and several.

        (l)     Governing Law: This Agreement shall be governed by, and
                interpreted and enforced in accordance with, the laws in force
                in the Province of Nova Scotia and the laws of Canada applicable
                therein and shall be treated in all respects as a Nova Scotia
                contract. Each party irrevocably submits to the non-exclusive
                jurisdiction of the courts of Nova Scotia with respect to any
                matter arising hereunder or related hereto.

        (m)     Notice: Subject to the specific requirements of the PPSA, any
                demand, notice, request, consent, approval or other
                communication required or permitted to be made or given by any
                party hereto to any other party hereto in connection with this
                Agreement shall be in writing and may be made or given by
                personal delivery to such party or by transmittal by facsimile
                transmission or similar electronic means of communication which
                produces a paper record to such party at the fax number noted on
                page 1 of this Agreement or, if a corporation, to a director
                thereof or, if postal services and deliveries are then
                operating, by mailing the same by prepaid registered post to
                such party at its address noted on page 1 of this Agreement or
                at such other address which the party to whom such communication
                is being given may have designated by notice given in accordance
                with the provisions of this paragraph. Any communication so
                delivered or transmitted by electronic means of communication
                shall be deemed to have been given and received on the day of
                delivery or transmittal, if a business day, or if not a business
                day, on the business day next following the day of delivery or
                transmittal, and any communication so mailed shall be deemed to
                have been given and received on the fourth business day
                following and exclusive of the date of mailing. In this
                paragraph, "business day" means any day except a Saturday,
                Sunday or statutory holiday in the Province of Nova Scotia.
                Either party may give notice in writing to the other in the
                manner provided in this paragraph of any change of fax number or
                address of the party giving such notice, and from and after the
                giving of such notice, the fax number or address therein
                specified shall be deemed to be the fax number or address of
                such party for purposes of this paragraph.

        (n)     Failure to Perfect: The Secured Party shall not be liable or
                accountable for any negligence or failure to perfect its
                security interests, mortgages and charges granted herein, seize,
                collect, realize, sell or obtain payment for the Shares or any
                part thereof and shall not be bound to institute proceedings for
                the purpose of seizing, collecting, realizing or obtaining
                possession or payment of the same for the



<PAGE>   13

                                     - 13 -

                purpose of preserving the rights of the Pledgor, the Corporation
                or any other person, firm or corporation in respect of same.

        (o)     No Amendment: This Agreement may not be amended, altered or
                qualified except by a memorandum in writing signed by all of the
                parties hereto and any amendment, alteration or qualification
                hereof shall be null and void and shall not be binding upon any
                party who has not signed such memorandum.

        (p)     Power of Attorney: The Secured Party, or any receiver appointed
                hereunder is hereby irrevocably constituted as the duly
                appointed lawful attorney of the Pledgor with full power to
                make, do, execute and deliver all such documents, assignments,
                acts, matters or things on behalf of the Pledgor with the right
                to use the name of the Pledgor whenever and wherever it may be
                deemed necessary or expedient. The power of attorney hereby
                granted is a power coupled with an interest and shall survive
                the dissolution, liquidation, winding-up or other termination of
                existence of the Pledgor. The Pledgor agrees to and does hereby
                ratify all acts done and all documents executed and delivered by
                the Secured Party pursuant to the power of attorney hereby
                granted and the Pledgor hereby confirms that the Secured Party
                and all third parties are entitled to rely upon such
                ratification.

        (q)     Time of Essence: Time shall be strictly of the essence of this
                Agreement and of every part thereof and no extension or
                variation of this Agreement shall operate as a waiver of this
                provision.

        (r)     Pledgor's Receipt: The Pledgor hereby acknowledges receipt of a
                fully signed copy of this Agreement.

        (s)     Independent Legal Advice: The Pledgor acknowledges having been
                advised to obtain independent legal representation or advice, in
                its discretion, prior to executing this Agreement and thereby
                becoming bound by its terms and subject to its obligations. This
                Agreement shall become effective when it is signed by the
                Pledgor.

        (t)     Meaning of Shares: The term "SHARES" as used herein shall
                include Substituted or Additional Shares.

        IN WITNESS WHEREOF the Pledgor and the Secured Party have executed this
Agreement and agree to be bound thereby as of the Effective Date set out above.


THE CORPORATE SEAL of 3045207                )
NOVA SCOTIA COMPANY was hereunto             )
affixed in the presence of:                  )
                                             )    c/s
                                             )
/s/ COREY E. FISCHER                         )
---------------------------------------------)
Authorized Signatory                         )
                                             )
                                             )
---------------------------------------------)
Authorized Signatory                         )



<PAGE>   14

                                      -14-

FOOTHILL CAPITAL CORPORATION by              )
its authorized signatories:                  )
                                             )
                                             )
                                             )
Authorized Signatory                         )
                                             )
/s/ WILLIAM SHIAO                            )
---------------------------------------------)
Authorized Signatory                         )
                                             )


THE CORPORATE SEAL OF 1423280                )
ONTARIO INC. was hereunto affixed in the     )
presence of:                                 )
                                             )    C/S
                                             )
/s/ COREY E. FISCHER                         )
---------------------------------------------)
Authorized Signatory                         )
                                             )
                                             )
-------------------------------------------- )
Authorized Signatory                         )



<PAGE>   15

                                    TRANSFER

                FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto Foothill Capital Corporation, 7,500,000 Class C voting shares in
the capital of 1423280 Ontario Inc. (the "Corporation") and does hereby
irrevocably constitute and appoint the Secretary of the Corporation as attorney
to transfer or register the transfer of the said share on the books of the
Corporation, with full power of substitution in the premises.

               The undersigned has hereunto executed this transfer the 14 day
of December, 2000.


                                             3045207 NOVA SCOTIA COMPANY



                                             Per: /s/ COREY E. FISCHER
                                                 -------------------------------
                                                 AUTHORIZED SIGNING OFFICER