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                                                                   EXHIBIT 10.68


                           GENERAL SECURITY AGREEMENT

                      Debtor:            1423280 Ontario Inc.

                      Secured Party:     Foothill Capital Corporation


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                           GENERAL SECURITY AGREEMENT
                                (Business Debtor)

PARTIES

        DEBTOR

          Name:                1423280 ONTARIO INC.
          Address:             100 King Street West
                               1 First Canadian Place
                               Suite #6600
                               Toronto, ON   M5X 1B8

          Fax No.


        SECURED PARTY

          Name:                Foothill Capital Corporation
          Address:             2450 Colorado Avenue,
                               Suite 3000 West
                               Santa Monica, California
                               90404

          Fax No.              (310) 453-7443


EFFECTIVE DATE

          December 14, 2000 (the "Effective Date")


1.      GRANT OF SECURITY INTEREST

        For valuable consideration (the receipt and sufficiency of which each of
the parties hereto hereby acknowledges) the Debtor hereby grants to the Secured
Party a security interest (to which the Personal Property Security Act (Ontario)
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 Debtor's rights, title and interests in and to each and every property
described or referred to below (collectively, the "COLLATERAL"), all pursuant to
and in accordance with the provisions of this Agreement.


2.      DESCRIPTION OF COLLATERAL

        The Collateral includes all of the following personal property and
fixtures, and all of the leasehold interests and other property described in
paragraph 2.(j) below,


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        (a)     all goods now or hereafter comprising part of the inventory of
                the Debtor and all interests, rights and benefits, both present
                and future of the Debtor in or to inventory including, without
                limitation, goods now or hereafter held for sale or lease or
                furnished or to be furnished under a contract of service or that
                are raw materials, work in process or materials used or consumed
                in a business or profession or finished goods;

        (b)     all equipment now or hereafter owned by the Debtor and all
                interests, rights and benefits, both present and future, of the
                Debtor in or to equipment including, without limitation, office,
                warehouse and other furniture, fixtures, machinery, tools,
                rolling stock, vehicles, accessories, spare parts, supplies and
                other tangible personal property;

        (c)     all fixtures now or hereafter owned by the Debtor and all
                interests, rights and benefits, both present and future, of the
                Debtor in or to fixtures;

        (d)     all chattel paper now or hereafter owned or held by the Debtor
                and all interests, rights and benefits, both present and future,
                of the Debtor in, under or to chattel paper;

        (e)     each and every document of title now or hereafter owned by the
                Debtor or of which the Debtor is or becomes a holder, whether
                negotiable or non-negotiable, including, without limitation,
                each and every warehouse receipt and bill of lading, and all
                interests, rights and benefits, both present and future, of the
                Debtor in, under or to each and every document of title;

        (f)     each and every instrument now or hereafter owned by the Debtor
                or of which the Debtor is or becomes a holder, and all
                interests, rights and benefits, both present and future, of the
                Debtor in, under or to each and every instrument;

        (g)     each and every security now or hereafter owned by the Debtor or
                of which the Debtor is or becomes a holder including, without
                limitation, all shares, stocks, warrants, bonds, debentures,
                debenture stock or the like issued by a corporation or other
                person, or a partnership, association or government, and all
                interests, rights and benefits, both present and future, of the
                Debtor in, under or to each and every security;

        (h)     all money of the Debtor and all money hereafter acquired by the
                Debtor and each and every account, debt, claim and demand of
                every nature and kind which is now due, owing or accruing due or
                which may hereafter become due, owing or accruing due to the
                Debtor, or which the Debtor now has or may hereafter have and
                all interests, rights and benefits, both present and future of
                the Debtor in or to each and every account, debt, claim and
                demand including, without limitation, claims against the Crown
                and claims under insurance policies;

        (i)     all patents, industrial designs, trade-marks, trade secrets and
                know-how including without limitation, environmental technology
                and biotechnology, confidential information, trade-names,
                goodwill, copyrights, personality rights, plant breeders'
                rights, integrated circuit topographies, software and all other
                forms of intellectual and industrial property, and any
                registrations and applications for registration of any of the
                foregoing (collectively, "INTELLECTUAL PROPERTY");


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        (j)     each and every lease, agreement to lease and leasehold interest
                of the Debtor and all interests, rights and benefits, both
                present and future, of the Debtor, in, under or to the same,
                except the last day of any term of years reserved by any such
                lease or agreement therefor of which reversion of one day the
                Debtor shall stand possessed upon trust to assign and dispose of
                the same as the Secured Party shall direct;

        (k)     each and every intangible now or hereafter owned by the Debtor
                or of which the Debtor is or becomes a holder, and all
                interests, rights and benefits, both present and future, of the
                Debtor in, under or to each and every intangible;

        (l)     with respect to the property described in each of subparagraphs
                2.(a) to 2.(k) inclusive, all substitutions and replacements
                thereof, improvements, increases, additions and accessions
                thereto and all interests, rights and benefits, both present and
                future, of the Debtor in, under or to the same;

        (m)     with respect to the property described in each of subparagraphs
                2. (a) to 2.(l) inclusive, identifiable or traceable personal
                property in any form derived directly or indirectly from any
                dealing with such property or the proceeds therefrom and
                includes any payment representing indemnity or compensation for
                loss of or damage to such property or proceeds therefrom; and

        (n)     with respect to the property described in each of subparagraphs
                2.(a) to 2.(m) inclusive, all books, accounts, invoices,
                letters, deeds, contracts, security, securities, instruments,
                bills, notes, writings, papers, documents and records in any
                form evidencing or relating thereto, and all other rights and
                benefits to which the Debtor is now or may hereafter become
                entitled in respect thereof.

        In this Agreement, the words "goods", "inventory", "equipment", "chattel
paper", "document of title", "instrument", "security", "money", "account",
"motor vehicle", "proceeds", "intangible" and "accessions" shall have the same
meanings as their defined meanings in the PPSA. In this Agreement, each
reference to "Collateral" shall, unless the context otherwise requires, include
and be read as "Collateral or any part thereof".

        All of the Collateral, insofar as the same is not intangible property,
is now and will hereafter be kept at the address set out above.


3.      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 Debtor 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
                Debtor 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 Debtor;


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

        (d)     whether incurred by the Debtor 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).


4.      ATTACHMENT

        Each of the Debtor and the Secured Party acknowledges and confirms that
the security interests, mortgages and charges granted hereby shall attach:

        (a)     forthwith upon the Effective Date with respect to each and every
                property included in the Collateral and in which the Debtor then
                has rights; and

        (b)     forthwith upon the Debtor first acquiring rights in each and
                every property included in the Collateral and in which the
                Debtor first acquires such rights subsequent to the Effective
                Date.

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


5.      DEBTOR'S WARRANTIES

        The Debtor 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)     Title to Collateral: The Debtor is the absolute and beneficial
                owner of the Collateral and none of the Collateral is held in
                the name of any person other than the Debtor, whether as agent,
                trustee or other nominee for the Debtor, and all registrations
                and filings which may be required to preserve the Debtor's
                title, rights or other interests in the Collateral vis-a-vis
                others have been made.

        (b)     No Encumbrances: The Collateral is 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
                Debtor to or in favour of Secured Party.

        (c)     Due Authorization: The Debtor 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.


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        (d)     Right to Grant: The Debtor has taken all necessary corporate
                action to authorize the execution, delivery and performance of
                this Agreement and the Debtor 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 Debtor of its obligations hereunder does not
                and will not contravene, breach or result in any default under
                any agreement to which the Debtor is a party or by which the
                Debtor or any of its properties or assets may be bound and will
                not result in or permit the acceleration of the maturity of any
                indebtedness, liability or obligation of the Debtor under any
                such agreement.

        (f)     No Litigation: Except as disclosed in writing to the Secured
                Party, there is no court, administrative, regulatory or similar
                proceeding (whether civil, quasi-criminal or criminal),
                arbitration or other dispute settlement procedure, investigation
                or enquiry by any government body, or any similar matter or
                proceeding (collectively, "PROCEEDINGS") against or involving
                the Debtor (whether in progress or threatened) which, if
                determined adversely to the Debtor, would adversely affect its
                business, property, financial condition or prospects or its
                ability to perform any of the provisions of this Agreement. No
                event has occurred which might give rise to any proceedings and
                there is no judgment, decree, injunction, rule, award or order
                of any governmental body outstanding against the Debtor which
                has or may have an adverse effect on its business, property,
                financial condition or prospects.

        (g)     Re Intellectual Property: All Intellectual Property applications
                and registrations are valid and in good standing and the Debtor
                is the owner of each of such applications and registrations.


6.      DEBTOR'S COVENANTS

        The Debtor covenants and agrees with the Secured Party that:

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

        (b)     Possession/Description: Forthwith upon request by the Secured
                Party, the Debtor shall deliver possession of the Collateral to
                the Secured Party and shall, if requested by the Secured Party,
                deliver forthwith to the Secured Party such further details
                respecting the Collateral and, if the Collateral includes
                fixtures or crops, or oil, gas or other minerals to be
                extracted, or timber to be cut, identification and legal
                description (in registerable form) of the lands concerned. Such
                further details and legal description so delivered shall be
                deemed to be contained in and form part of this Agreement.

7.      EVENTS OF DEFAULT


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        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 Debtor to pay when due any payment of any of
                the Obligations;

        (b)     the failure of the Debtor 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
                Debtor 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 Debtor to pay any of its debts
                or liabilities as the same fall due;

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

        (f)     the Debtor 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 Debtor of the Collateral or any part
                thereof;

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

        (i)     the Debtor taking any action or commencing any proceeding or any
                action or proceeding being taken or commenced by another person
                or persons against the Debtor in respect of the liquidation,
                dissolution or winding-up of the Debtor, 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 Debtor taking any action or commencing any proceeding or any
                action or proceeding being taken or commenced by another person
                or persons against the Debtor relating to the reorganization,
                readjustment, compromise or settlement of the debts owed by the
                Debtor to its creditors where such reorganization, readjustment,
                compromise or settlement shall affect a substantial portion of
                the Debtor'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 Debtor or such person or persons;

        (k)     the Debtor 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
                Debtor 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 Debtor or a
                distress or analogous action or proceeding being taken,
                commenced or issued against the Debtor or levied upon


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                or in respect of the Collateral or any part thereof, or any
                lien, trust claim or any other right or entitlement against or
                in respect of the Collateral or any part thereof becoming
                effective, including, without limitation, a warrant of distress
                of any rent in respect of any premises occupied by the Debtor or
                any premises in or upon which the Collateral or any part thereof
                may at any time be situate;

        (n)     a receiver, receiver and manager, agent, liquidator or other
                similar administrator being appointed in respect of the
                Collateral or any part thereof or the taking by a secured party,
                lien claimant, other encumbrancer, judgement creditor or a
                person asserting similar rights of possession of the Collateral
                or any part thereof;

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

        (p)     the Secured Party in good faith and having commercially
                reasonable grounds for believing that the ability of the Debtor
                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 Debtor to the Secured Party is impaired
                or that the Collateral is in danger of being lost, damaged,
                destroyed or confiscated.


8.      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
Debtor 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. In
addition, the Secured Party may take possession of the Collateral and enforce
any rights of the Debtor in respect of the Collateral by any method available in
or permitted by law and may require the Debtor to assemble the Collateral and
deliver or make the Collateral available to the Secured Party at any place as
may be designated by the Secured Party.


9.      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, subordination
agreements 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 Collateral (collectively, the
"EXPENSES") shall be payable by the Debtor to the Secured Party forthwith upon
demand, shall be deemed advanced to the Debtor by the Secured Party, shall bear
interest at a

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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 Debtor 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 Debtor 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 Debtor to the Secured Party ("DESIGNATED
PERIOD").

        The Debtor 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
                Debtor 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.


10.     NOTICE OF DISPOSITION

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


11.     RECEIVER - APPOINTMENT

        The Secured Party may take proceedings in any court of competent
jurisdiction for the appointment of a receiver or a receiver and manager (the
"RECEIVER") of the Collateral or of any part thereof or may by instrument in
writing appoint any person to be a receiver of the Collateral or of any part
thereof and may remove any receiver so appointed by the Secured Party and
appoint another in his stead.


12.     RECEIVER - POWERS

        Any receiver appointed hereunder by instrument in writing shall have
power (a) to take possession of the Collateral or any part thereof and, without
liability or obligation to the Debtor,

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to maintain, preserve and protect the same; (b) to carry on or concur in
carrying on all or any part of the business or businesses of the Debtor; (c) to
borrow money which such receiver, in its sole discretion, determines is required
in connection with either or both of the powers provided for in paragraph (a)
and (b); and (d) to dispose of the Collateral in whole or in part, and any such
disposition may be by public sale (whether by auction, tender or otherwise),
private sale, lease or otherwise, and at such time and place and on such terms
and for such price and manner of payment thereof, all as such receiver may, in
its sole discretion, determine; provided that any such receiver shall be and is
deemed to be the agent of the Debtor and the Secured Party shall not in any way
be responsible for any misconduct, negligence or nonfeasance of any such
receiver.


13.     PROCEEDS OF DISPOSITION/DEFICIENCY

        Any proceeds of any disposition of any of the Collateral 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 Debtor. If such proceeds fail to satisfy the Obligations, the
Debtor shall be liable for the full amount of the deficiency resulting to the
Secured Party.


14.     GENERAL PROVISIONS

        (a)     Discharge: The Debtor 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
                Collateral, 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
                Debtor's expense, deliver to the Debtor 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 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 Debtor and in any action
                brought by any assignee to enforce such rights, the Debtor shall
                not assert against such assignee any claim, defence, right of
                set-off, or the benefit of any equities which the Debtor 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, 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 Collateral 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 be
                construed as agreeing with the required word and pronoun. Words
                such as

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                "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 Debtor hereunder shall bind the Debtor, 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 Debtor in this Agreement shall be deemed to include a
                reference to the Debtor, its successors and assigns.

        (k)     Re Liabilities: If more than one person executes this Agreement
                as Debtor, 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 Ontario and the laws of Canada applicable
                therein and shall be treated in all respects as an Ontario
                contract. Each party irrevocably submits to the non-exclusive
                jurisdiction of the courts of Ontario 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 Ontario. 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 Collateral 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 purpose of preserving
                the rights of the Debtor or any other person, firm or
                corporation in respect of same.


<PAGE>   13
                                     - 12 -


        (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 Debtor with full power to make,
                do, execute and deliver all such documents, assignments, acts,
                matters or things on behalf of the Debtor with the right to use
                the name of the Debtor 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 Debtor. The Debtor 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 Debtor 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)     Debtor's Receipt: The Debtor hereby acknowledges receipt of a
                fully signed copy of this Agreement.



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


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


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