PURCHASE AGREEMENT

         This Agreement made in duplicate this 5th day of January, 1999

B E T W E E N:

                        POWERTRADER, INC., a corporation
                   incorporated under the laws of the State of
                                Delaware, U.S.A.
                           (hereinafter called "PTI")
                                               OF THE FIRST PART

                                     - and -


                          FINANCIAL MODELS COMPANY INC.
                  a corporation incorporated under the laws of
                             the Province of Ontario
                           (hereinafter called "FMC")
                                               OF THE SECOND PART

                                    RECITALS

A. Vendor is, or will be at Closing, directly or indirectly,  the registered and
beneficial  owner  of  [insert  number]  shares  being  all  of the  issued  and
outstanding Common Stock of PowerTrader Software Inc. (hereinafter "PTSI");

B. At Closing FMC is willing to  purchase  and the Vendor is willing to sell its
respective  interest in the shares of Common Stock of PowerTrader  Software Inc.
on the terms and conditions contained in this Agreement;

         For good and valuable consideration,  the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1

                                 INTERPRETATION

         1.1 Definitions.  In this Agreement, the following terms shall have the
meanings set out below unless the context requires otherwise:

         (1)   "Affiliate"  means, with respect to any Person,  any other Person
               who directly or  indirectly  controls,  is  controlled  by, or is
               under direct or indirect  common control with,  such Person,  and
               includes any Person in like  relation to an  Affiliate.  A Person
               shall be deemed to  control  a Person if such  Person  possesses,
               directly  or  indirectly,  the  power  to  direct  or  cause  the
               direction of the management and policies of such Person,  whether
               through  the  ownership  of voting  securities,  by  contract  or
               otherwise;  and  the  term  "controlled"  shall  have  a  similar
               meaning.

         (2)   "Agreement" means this Agreement,  including the Exhibits and the
               Schedules  to this  Agreement,  as it or they may be  amended  or
               supplemented  from time to time,  and the  expressions  "hereof",
               "herein", "hereto", "hereunder", "hereby" and similar expressions
               refer to this  Agreement  and not to any  particular  Section  or
               other portion of this Agreement.

         (3)   "Applicable  Employee  Benefit  Plans" has the  meaning  given in
               Section 7.1(24)

         (4)   "Applicable  Law" means,  with  respect to any Person,  property,
               transaction,  event or other  matter,  any  law,  rule,  statute,
               regulation, order, judgement, decree, treaty or other requirement
               having the force of law  (collectively,  the "Law")  relating  or
               applicable to such Person, property,  transaction, event or other
               matter.  Applicable Law also  includes,  where  appropriate,  any
               interpretation  of the Law (or any part  thereof)  by any  Person
               having  jurisdiction over it, or charged with its  administration
               or interpretation.

         (4)   "Assets" means all the properties,  assets,  interests and rights
               of PTI in PTSI and of PTSI including the following:

               (a)   all  rights  and  interests  of PTI and  PTSI to and in the
                     Leased  Premises and under the Premises  Leases,  including
                     prepaid  rents,  security  deposits and options to renew or
                     purchase, rights of first refusal under the Premises Leases
                     and all  leasehold  improvements  owned by PTI and PTSI and
                     forming part of the Leased Premises;

               (b)   the inventories;

               (c)   the Receivables;

               (d)   all  rights  and   interest   under  or   pursuant  to  all
                     warranties,   representations   and  guarantees,   express,
                     implied or otherwise,  of or made by suppliers or others in
                     connection with the Assets;

               (e)   the Intellectual Property;

               (f)   the Contracts;

               (g)   the Books and Records of PTSI;

               (h)   all prepaid charges,  sums and fees paid by PTSI before the
                     Closing Time;

               (i)   all  goodwill  of  PTSI  including  the  present  telephone
                     numbers, internet domain addresses and other communications
                     numbers and addresses

               (j)   all of the issued and outstanding  shares in the capital of
                     any subsidiaries of PTSI; and

               (k)   all  proceeds  of any or all of the  foregoing  received or
                     receivable after the Closing Time.

         (6)   "Books and Records" means all books, records, files and papers of
               PTSI including (to the extent assignable)  computer programs used
               by PTSI in connection with the above, manuals and data, sales and
               advertising materials, sales and purchases correspondence,  trade
               association  files,  research and development  records,  lists of
               present and former customers and suppliers, personnel, employment
               and other records,  and the minute and share certificate books of
               PTSI, and all copies and recordings of the foregoing.

         (7)   "Business"  means the business carried on by PTSI which primarily
               involves  the  design,  development  and  provision  of  software
               products, internet services and related services to the financial
               services sector.

         (8)   "Business Day" means any day except  Saturday,  Sunday or any day
               on which banks are generally not open for business in the City of
               Toronto.

         (9)   "Canadian Dollar" means the lawful currency of Canada.

         (10)  "Claim" has the meaning given in Section 8.1.

         (11)  "Closing"  means the  completion  of the purchase and sale of the
               Shares in accordance with the provisions of this Agreement.

         (12)  "Closing  Date"  means the  Business  Day as soon as  practicable
               after  completion of all conditions and due diligence,  but in no
               event later than March 1, 1999 unless the parties shall otherwise
               agree.

         (13)  "Closing  Time"  means the time of  closing on the  Closing  Date
               provided for in
                  Section 5.1.

         (14)  "Common  Stock" means the common shares of PTSI [ ] par value per
               share.

         (15)  "Consents  and  Approvals"   means  all  consents  and  approvals
               required to be  obtained in  connection  with the  execution  and
               delivery of this Agreement and the completion of the transactions
               contemplated  by this  Agreement  or  required  to  carry  on the
               Business  after the Closing  Date as the  Business  is  currently
               carried on by PTSI.

         (16)  "Contracts" means all rights and interests of PTSI in all pending
               and/or executory contracts,  agreements,  leases and arrangements
               to which PTSI is a party or by which PTSI or any of the Assets or
               the Business is bound or affected,  as defined in section 7.1(14)
               and 7.1(15).

         (17)  "Corporation" is defined in Section 7.1(8).

         (18)  "Direct Claim" has the meaning given in Section 8.5.

         (19)  "Director"  means a director of PTI; and "Directors"  means every
               Director.

         (20)  "Employee"  means an  individual  who is or has been  employed by
               either PTI or PTSI; and "Employees" means every Employee.

         (21)  "Employee Plans" has the meaning given in Section 7.1(24).

         (22)  "Financial Statements" has the meaning given in Section 7.1(12).

         (23)  "GAAP" means those accounting  principles which are recognized as
               being  generally  accepted in the United States from time to time
               as set out in the handbook published by the American Institute of
               Certified Public Accountants, consistently applied.

         (24)  "Indemnified  Party"  means a Person  whom the Vendors or FMC, as
               the case  may be,  has  agreed  to  indemnify  under  Article  8.
               "Indemnifying  Party" means, in relation to an Indemnified Party,
               the Party to this  Agreement  that has agreed to  indemnify  that
               Indemnified Party under Article 8.

         (25)  "Intellectual  Property"  means all of PTI's and PTSI's rights to
               and interests in:

               (a)   all business and trade names,  corporate names, brand names
                     and slogans Related to the Business;

               (b)   all patents,  patent rights, patent applications (including
                     all  reissues,   divisions   continuations,   continuations
                     -in-part   and   extensions   of  any   patent   or  patent
                     application),   industrial  designs  and  applications  for
                     registration  or  industrial   designs  and  trade  secrets
                     Related to the Business;

               (c)   all copyrights and trade-marks  (whether used with software
                     or services and  including  the goodwill  attaching to such
                     trade-marks),    registrations    and    applications   for
                     trade-marks and copyrights Related to the Business; and

               (d)   all licenses of the  intellectual  property listed in items
                     (a) to (c) above.

         (26)  "Interim Period" means the period from the date of this Agreement
               to the date of Closing.

         (27)  "Knowledge" of any Person means in the case of an individual, the
               knowledge of that individual  after  reasonable  inquiry of those
               persons who ought  reasonably to have knowledge of the matter and
               in  the  case  of a  corporation,  the  knowledge  of  any of the
               officers  or  directors  of such  corporations  after  reasonable
               inquiry of those persons who ought  reasonably to have  knowledge
               of the matter.

         (28)  "Leased  Premises"  means  all real  property  that is  leased or
               occupied by PTI or PTSI under the Premises Leases.

         (29)  "Liabilities"  means  all  costs,   expenses,   charges,   debts,
               liabilities,  claims, demands and obligations, whether primary or
               secondary,  direct or indirect,  fixed,  contingent,  absolute or
               otherwise,  under  or in  respect  of  any  contract,  agreement,
               arrangement, lease commitment or undertaking,  Applicable Law and
               Taxes.

         (30)  "Lien"  means  any  lien,  mortgage,  charge,  hypothec,  pledge,
               security  interest,  prior assignment,  option,  warrant,  lease,
               sublease,  right  to  possession,  encumbrance,  claim,  right or
               restriction  which  affects,  by way of a  conflicting  ownership
               interest or otherwise,  the right, title or interest in or to any
               particular property.

         (31)  "Material Adverse Change" means a change in the Business,  Assets
               or capital of PTSI which has had or is reasonably  likely to have
               a significant adverse effect on the value of the Shares.

         (32)  "Notices"  means the  notices  required to be given to any Person
               under  Applicable  Law or  pursuant  to  any  contract  or  other
               obligation  to which either of PTI or PTSI is a party or by which
               either of PTI or PTSI is bound or which is  applicable  to any of
               the Assets in connection  with the execution and delivery of this
               Agreement or the completion of the  transactions  contemplated by
               this  Agreement  or the  carrying  on of the  Business  after the
               Closing as the Business is currently carried on by PTSI.

         (36)  "Officer" means an officer of any of PTSI.;  and "Officers" means
               every Officer.

         (38)  "Party"  means a party to this  Agreement  and any reference to a
               Party  includes  its  successors  and  permitted   assigns;   and
               "Parties" means every Party.

         (39)  "Permitted  Liens" means the  mortgages,  charges and other liens
               listed in Schedule 1.1(39)

         (40)  "Person" is to be broadly interpreted and includes an individual,
               a  corporation,   a  partnership,   a  trust,  an  unincorporated
               organization,  the  government  of a  country  or  any  political
               subdivision  thereof  or any  agency  or  department  of any such
               government,  and the  executors,  administrators  or other  legal
               representatives of an individual in such capacity.

         (41)  "Preferred  Stock" means the [insert  number] of issued shares of
               Preferred  Stock having those  rights and  privileges  as are set
               forth in Schedule 1.1(41).

         (42)  "Premises  Leases"  means all the  leases,  agreements  to lease,
               subleases,  licence  agreements and occupancy or other agreements
               relating to the Leased Premises.

         (43)  "Purchase Price" has the meaning given in Section 2.1.

         (44)  "Purchaser's  Solicitors"  means McCarthy,  Tetrault and Skadden,
               Arps.

         (45)  "Receivables"  means all accounts  receivable,  bills receivable,
               trade accounts,  book debts and insurance  claims of PTI and PTSI
               together with any unpaid  interest  accrued on such items and any
               security  or  collateral  for such items,  including  recoverable
               deposits, but excluding any amounts owing to or from Affiliates.

         (46)  "Related to the Business" means used in, arising from or relating
               in any manner to the Business.

         (47)  "Shares" means  collectively,  the Common Stock and the Preferred
               Stock of PTSI and "Share" means any such shares.

         (48)  "Software"  means all  rights  to and  interest  in the  computer
               application   programs,    associated    information   processing
               technology,  databases,  procedures  and data  files,  comprising
               [?????],provided  by  PTSI  and  all  copyrights   therein,   and
               technology,   computer   programs  and  other  computer  software
               (including systems and  applications),  source code, object code,
               algorithms and architecture related thereto.

         (49)  "Taxes"  (individually,  "Tax") means all taxes,  charges,  fees,
               levies,  imposts,  and other  assessments,  including all income,
               sales,  use, goods and services,  value added,  capital,  capital
               gains, alternative,  net worth, transfer,  profits,  withholding,
               payroll,  employer health, excise,  franchise,  real property and
               personal  property  taxes,  and any other taxes,  custom  duties,
               fees,  assessments  or  similar  charges  in the  nature of a tax
               including  Canada  Pension  Plan  and  provincial   pension  plan
               contributions,   unemployment  insurance  payments  and  workers'
               compensation premiums, together with any instalments with respect
               thereto,  and any interest,  fines and  penalties  imposed by any
               governmental authority,  (including federal,  state,  provincial,
               municipal  and  foreign  governmental  authorities),  and whether
               disputed or not.

         (50)  "Third Party Claim" has the meaning given in Section 8.5.

         (54)  "Vendor" means PowerTrader Inc..

         (55)  "Vendor's Solicitors" means Gallop, Johnson & Neuman, L.C.

         1.2 Headings and Table of Contents. The division of this Agreement into
Articles and Sections, the insertion of headings, and the provision of any table
of  contents  are for  convenience  of  reference  only and shall not affect the
construction or interpretation of this Agreement.

         1.3 Number and Gender.  Unless the context  requires  otherwise,  words
importing  the  singular  include the plural and vice versa and words  importing
gender include all genders.

         1.4  Business  Days.  If any  payment is  required  to be made or other
action is required to be taken  pursuant to this Agreement on a day which is not
a Business  Day,  then such payment or action shall be made or taken on the next
Business Day.

         1.5 Currency  and Payment  Obligations.  Except as otherwise  expressly
provided in this Agreement:

         (1)   all dollar  amounts  referred to in this  Agreement are stated in
               Canadian Dollars; and

         (2)   any payment contemplated by this Agreement shall be made by cash,
               certified  cheque or any other method that  provides  immediately
               available funds.

         1.6  Statute References. Any reference in this Agreement to any statute
or any section thereof shall, unless otherwise expressly stated, be deemed to be
a reference to such statute or section as amended,  restated or re-enacted  from
time to time.

         1.7  Section  and  Schedule  References.  Unless the  context  requires
otherwise,  references in this Agreement to Sections,  Exhibits or Schedules are
to Sections, Exhibits or Schedules of this Agreement. The Exhibits and Schedules
to this Agreement are as follows:


        SCHEDULES

         1.1(39)           Permitted Liens
         1.1(41)           Preferred Stock
         7.1(2)            Authorized Capital
         7.1(6)            Ownership of Shares
         7.1(8)            Organization of Corporations
         7.1(12)           Financial Statements
         7.1(13)           Assets
         7.1(14)           Leased Premises
         7.1(15)           Material Contracts
         7.1(17)           Intellectual Property and Software
         7.1(20)           Consents and Approvals
         7.1(22)           Litigation
         7.1(23)           Employment Contracts
         7.1(24)           Employees Plans
         7.1(25)           Suppliers
         7.1(26)           Product Warranties
         7.1(27)           Affiliated Transactions
         7.1(28)           Intercompany Services
         7.1(29)           Filings
         7.1(31)           Tax Paid

                                    ARTICLE 2

                               PURCHASE OF SHARES

         2.1 Agreement to Purchase Vendor's Shares. At the Closing Time, subject
to the terms and conditions of this Agreement, the Vendor shall sell to FMC, and
FMC shall purchase from the Vendor,  [insert number] Common Shares at a price of
[insert price] per Common Share and [insert number]  Preferred Shares at a price
of [insert  price] per Preferred  Share for aggregate  proceeds to the Vendor of
[insert number] (the "Purchase Price").

         2.2 Payment of Purchase  Price and  Subscription  Price.  The  Purchase
Price shall be paid and satisfied by FMC by certified cheque, bank draft or wire
transfer at the Closing Time.

                                    ARTICLE 3
                                  QUALIFICATION

         3.1 PTI  shall,  on or before  the  Closing  Time,  take or cause to be
taken,  including the passing of requisite  resolutions of the directors of PTI,
all  actions  to provide  for the sale of the shares of Common  Stock and of the
Preferred Stock

         3.2 All  actions  required  to be taken by or on behalf of PTI so as to
permit FMC to purchase the Vendor's  Shares  pursuant to  regulatory  exemptions
pursuant to the  Securities  Laws shall have occurred on or prior to the Closing
Time.

                                    ARTICLE 4
                              CLOSING ARRANGEMENTS

         4.1 Closing.  The Closing shall take place at 10:00 a.m. on the Closing
Date at the  offices of FMC's  Solicitors,  or at such other time on the Closing
Date or such other place as may be agreed orally or in writing by the Vendor and
FMC.

         4.2  Vendors'  Closing  Deliveries.  At the  Closing,  the Vendor shall
deliver or cause to be delivered to FMC the following documents, as applicable:

         (1)   a  transfer  of the  Shares  in a form to be  agreed  upon by the
               Parties, acting reasonably, duly executed by the Vendor;

         (2)   a  bring-down  certificate  of PTI in a form to be agreed upon by
               the Parties, acting reasonably;

         (3)   a corporate certificate of the Secretary or other officer of PTI,
               in a form to be agreed upon by the Parties, acting reasonably;

         (5)   evidence in form satisfactory to FMC, acting reasonably, that the
               Consents and Approvals required to be obtained by the Vendor have
               been obtained;

         (6)   an opinion of the Vendor's Solicitors  addressed to FMC in a form
               to be agreed upon by the Parties, acting reasonably; and

         (7)   all such other assurances,  consents,  agreements,  documents and
               instruments as may be reasonably  required by FMC to complete the
               transactions provided for in this Agreement.

         4.3 FMC's  Closing  Deliveries.  At the Closing,  FMC shall  deliver or
cause to be delivered to the Vendor the following documents and payments:

         (1)   a bring-down certificate of the President or other senior officer
               of FMC dated as of the  Closing  Date in a form to be agreed upon
               by the Parties, acting reasonably;

         (2)   a corporate  certificate of the Secretary or other officer of FMC
               in a form to be agreed upon by the Parties, acting reasonably;

         (3)   the payments referred to in Section 2.2;

         (4)   evidence in form satisfactory to the Vendor,  acting  reasonably,
               that the  Consents and  Approvals  required to be obtained by FMC
               have been obtained;

         (8)   an opinion of FMC's Solicitors  addressed to the Vendor in a form
               to be agreed upon by the Parties, acting reasonably;

         (9)   all such other assurances,  consents,  agreements,  documents and
               instruments  as may  reasonably  be  required  by the  Vendor  to
               complete the transactions provided for in this Agreement.

                                    ARTICLE 5
                              CONDITIONS OF CLOSING

         5.1 FMC's Conditions. FMC shall not be obliged to complete the purchase
and sale of Shares pursuant to this Agreement  unless,  at or before the Closing
Time, each of the following  conditions has been satisfied,  it being understood
that the following  conditions are included for the exclusive benefit of FMC and
may be waived,  in whole or in part, only in writing by FMC at any time; and the
Vendor agrees with FMC to take all such actions,  steps and  proceedings  as are
reasonably within their control as may be necessary to ensure that the following
conditions are fulfilled at or before the Closing Time:

         (1)   Representations   and   Warranties.   The   representations   and
               warranties of the Vendor in Section 6.1 shall be true and correct
               at the Closing in all material respects.

         (2)   Vendor's  Compliance.  The Vendor shall have materially performed
               and  complied  with  all of the  terms  and  conditions  in  this
               Agreement  on its part to be  performed  or  complied  with at or
               before  Closing and shall have  furnished  or caused to have been
               furnished  to FMC  such  certificates,  affidavits  or  statutory
               declarations  of the Vendor or of  officers  of the Vendor as FMC
               or FMC's  counsel may  reasonably  think  necessary in  order  to
               establish that the terms,  covenants and conditions  contained in
               this  Agreement to have been  performed  or complied  with by the
               Vendor at or prior to the time of Closing have been performed and
               complied with and that the  representations and warranties of the
               Vendor herein given are true and correct at the Closing.

         (3)   Material Adverse Change.  During the Interim Period,  there shall
               have been no Material Adverse Change.

         (4)   No Litigation.  There shall be no litigation or proceedings other
               than as herein disclosed:

               (a)   pending or threatened  against any of the Vendor or against
                     any of its  respective  Affiliates or any of its respective
                     directors  or  officers,  for  the  purpose  of  enjoining,
                     preventing   or   restraining   the   completion   of   the
                     transactions contemplated by this Agreement; or

               (b)   pending or threatened  against the Vendor or against any of
                     its   respective   Affiliates  or  any  of  its  respective
                     directors or officers which:

                     (i)    in the result,  could adversely  affect the right of
                            FMC to acquire or retain the Shares; or

                     (ii)   in the  reasonable  judgment  of FMC,  would  have a
                            substantial and adverse impact on the Business.

         (5)   Transfer of Shares.  All necessary  steps and  proceedings  shall
               have been  taken to permit  the  Shares to be duly and  regularly
               transferred to and registered in the name of FMC.

         (6)   Consents and Approvals.  All the Consents and Approvals have been
               obtained, including Consents and Approvals:

               (a)   in connection with any shareholders  agreement,  indenture,
                     lease, deed of trust,  mortgage,  loan agreement,  or other
                     material agreements Related to the Business; and

               (b)   in  connection  with any credit  agreement  and any related
                     security  agreements  entered  into  by the  Vendor  or its
                     Affiliates; and


         (7)   Form  and  Legality.   The  form  and  legality  of  all  matters
               incidental  to the sale by the Vendor and the  purchase by FMC of
               the Shares shall be subject to the approval of FMC's Solicitors.

         5.2  Condition not  Fulfilled.  If any condition in Section 5.1 has not
been  fulfilled  in all  material  respects at or before the Closing  Time,  and
unless the Parties have agreed to extend the Closing Date,  then FMC may, in its
sole discretion, without limiting any rights or remedies available to FMC at law
or in equity, either:

         (1)   terminate  this  Agreement by notice to the Vendor in which event
               FMC shall be released from its  obligations  under this Agreement
               to complete the purchase of the Shares e; or

         (2)   waive compliance with any such condition without prejudice to its
               right of termination in the event of  non-fulfilment of any other
               condition.

         5.3   Vendors'/Corporations'   Conditions.  The  Vendor  shall  not  be
obligated to complete the transactions contemplated by this Agreement unless, at
or before the Closing Time, each of the following conditions has been satisfied,
it being understood that the following conditions are included for the exclusive
benefit of the Vendor,  and may be waived,  in whole or in part, only in writing
by the  Vendor  at any time;  and FMC  agrees  with the  Vendor to take all such
actions,  steps and  proceedings as are reasonably  with FMC's control as may be
necessary to ensure that the following conditions are fulfilled at or before the
Closing Time:

         (1)   Representations   and   Warranties.   The   representations   and
               warranties of FMC in Section 6.2 shall be true and correct at the
               Closing in all material respects.

         (2)   FMC's  Compliance.   FMC  shall  have  materially  performed  and
               complied with all of the terms and  conditions in this  Agreement
               on its part to be  performed  or  complied  with at or before the
               Closing  Time and  shall  have  furnished  or caused to have been
               furnished  to  the  Vendor  such   certificates,   affidavits  or
               statutory declarations of FMC or of officers of FMC as the Vendor
               or  its  counsel  may  reasonably  thing  necessary  in order  to
               establish that the terms,  covenants and conditions  contained in
               this  Agreement to have been performed or complied with by FMC at
               or prior to the time of Closing have been  performed and complied
               with and that the  representations  and  warranties of FMC herein
               given are true and correct at closing.

         (3)   Consents and  Approvals.  All of the Consents and Approvals to be
               obtained by FMC shall have been obtained.

         5.4 Condition not Fulfilled.  If any condition in Section 5.3 shall not
have been  fulfilled at or before the Closing Time,  and unless the Parties have
agreed to extend the Closing Date,  and without  limiting any rights or remedies
available to the Vendor at law or in equity, then:

         (1)   the Vendor may, in its sole discretion,  terminate this Agreement
               by notice to FMC,  in which  event the Vendor  shall be  released
               from all obligations under this Agreement; or

         (2)   the Vendors may, in its sole  discretion,  waive  compliance with
               any such condition  without prejudice to any right of termination
               they  may  have in the  event  of  non-fulfillment  of any  other
               condition.

                                    ARTICLE 6
                         REPRESENTATIONS AND WARRANTIES

         6.1  Representations  and  Warranties  of  the  Vendor.  As a  material
inducement to FMC's entering into this Agreement and completing the transactions
contemplated by this Agreement, and acknowledging that FMC is entering into this
Agreement in reliance upon the  representations  and  warranties set out in this
Section 6.1, the Vendor and PTSI jointly and severally  represent and warrant to
FMC as follows:

         (1)   Incorporation  and  Authorization.  Each  of PTI  and  PTSI  is a
               corporation duly incorporated  under the laws of the jurisdiction
               of its organization and is duly organized, validly subsisting and
               in good  standing  under  such laws,  and each has all  necessary
               corporate  power,  authority  and  capacity  to enter  into  this
               Agreement and all other agreements and instruments to be executed
               by them as  contemplated  by this  Agreement  and carry out their
               obligations  under this  Agreement and such other  agreements and
               instruments.  The Vendor has all necessary capacity and authority
               to  execute  this  Agreement  and  to  perform  its   obligations
               hereunder.  The execution and delivery of this Agreement and such
               other  agreements  and  instruments  and  the  completion  of the
               transactions  contemplated  by  this  Agreement  and  such  other
               agreements  and  instruments  have  been duly  authorized  by all
               necessary corporate action on the part of PTI and PTSI.

         (2)   Authorized  Capital.  As of the date hereof,  the only issued and
               outstanding shares in the capital of PTSI are set out in Schedule
               6.1(2).  Except  as set  forth  in  Schedule  6.1(2),  there  are
               outstanding  no other  shares,  warrants,  rights  or  securities
               convertible  into  shares  or  other  evidence  whatsoever  of an
               interest  in PTSI and no shares  of PTSI are under  option or are
               agreed to be  conditionally  or  unconditionally  issued,  except
               pursuant to this Agreement. The rights, privileges,  restrictions
               and conditions  attached to the Shares as are set out in Schedule
               1.1(42)  and the  shares of  Common  Stock  and  Preferred  Stock
               outstanding are as set out in Schedule 6.1(2).

         (3)   Dividends.  No  dividends  have  been  declared  or paid on or in
               respect  of the Shares  and no other  distribution  on any of its
               securities  or shares has been made by PTSI  since June 30,  1998
               and all dividends  which to the date hereof have been declared or
               paid by PTSI have been duly and validly declared or paid.

         (4)   Enforceability of Obligations. This Agreement constitutes a valid
               and  binding  obligation  of the Vendor  enforceable  against the
               Vendor  in  accordance  with  its  terms,  subject,  however,  to
               limitations  on enforcement  imposed by  bankruptcy,  insolvency,
               reorganization  or other laws  affecting the  enforcement  of the
               rights of creditors  and others and to the extent that  equitable
               remedies such as specific  performance  and  injunctions are only
               available  in the  discretion  of the court  from  which they are
               sought.  The Vendor is not an insolvent person within the meaning
               of the  Bankruptcy  and  Insolvency  Act  (Canada)  and the  U.S.
               Bankruptcy  Code and will not  become  an  insolvent  person as a
               result of the Closing.

         (5)   Residence of Vendor.  The Vendor is a non-resident  of Canada for
               purposes of Section 116 of the Income Tax Act (Canada).

         (6)   Ownership  of Common  Shares.  The Vendor  will be at the Closing
               Time the registered and beneficial holder of the number of shares
               of Common Stock and Preferred Stock specified in Section 2.1 with
               good and marketable  title  thereto,  free and clear of all Liens
               and at the Closing shall  transfer to FMC good and valid title to
               such Common Stock and Preferred Stock, and such shares are all of
               the issued  and  outstanding  Shares  owned  beneficially  by the
               Vendor in PTSI.  Except as set out in Schedule 6.1(6),  no Person
               other  than FMC has any  agreement,  option,  right or  privilege
               capable of becoming an agreement for the purchase from the Vendor
               any of the Common Stock or Preferred Stock.

         (7)   Organization of the Corporations.

               (a)   The information  set out in Schedule 6.1(8)  concerning the
                     name and jurisdiction of  incorporation,  and the directors
                     and officers of each of PTSI.  (the "Corporation")  is true
                     and complete.

                     PTI owns all of the issued and outstanding shares of PTSI.;

               (b)   The  Corporation  is  incorporated  and validly  subsisting
                     under the laws of its jurisdiction of incorporation.

               (c)   The  Corporation  is licensed or  qualified  to do business
                     under the laws of the  jurisdictions  specified in Schedule
                     6.1(8) and neither the  character  nor the  location of the
                     properties  owned by any  Corporation nor the nature of the
                     business    conducted   by   it   requires   licensing   or
                     qualification under the laws of any other jurisdiction. The
                     Corporation  has  full  corporate  power  to  carry  on its
                     business and to own and operate its assets,  properties and
                     business as now carried on and owned and  operated.  Except
                     as set  forth in  Schedule  6.1(2),  there  are no  rights,
                     subscriptions, warrants, options, conversion rights, calls,
                     commitments or plans or agreements of any kind  outstanding
                     which  would  enable any Person to  purchase  or  otherwise
                     acquire any shares or other  securities of any  Corporation
                     including,  without limitation,  any securities convertible
                     into or  exchangeable  or  exercisable  for shares or other
                     securities of any Corporation.

         (8)   Corporate Records.  The minute book of each of PTI and PTSI, save
               as noted in Schedule  6.1(9) hereto,  contains true,  correct and
               complete copies,  in all material aspects,  of its articles,  its
               by-laws,  the minutes of meetings of its board of  directors  and
               every  committee  thereof  and of its  shareholders  and  written
               resolutions of its directors and shareholders. The share register
               of shareholders,  register of transfers and register of directors
               and officers of the  Corporation are complete and accurate in all
               material  respects.  In  those  matters  where  any  minute  book
               aforesaid requires the execution of further documents, the Vendor
               undertakes and agrees to provide such assistance as is reasonably
               requested by FMC in order to make such minute book true,  correct
               and complete.

         (9)   Bankruptcy. Neither PTI nor PTSI has made an assignment in favour
               of its creditors nor a proposal in bankruptcy to its creditors or
               any class  thereof nor had any  petition  for a  receiving  order
               presented  in  respect  of it.  Neither  the  Vendor nor PTSI has
               initiated proceedings with respect to a compromise or arrangement
               with  its  creditors  or  for  its  winding  up,  liquidation  or
               dissolution.  No receiver  has been  appointed  in respect of the
               Vendor or PTSI or any of the Assets and no  execution or distress
               has been levied upon any of the Assets.

         (10)  Financial  Statements.  The  Vendor  has  furnished  FMC with the
               annual audited  consolidated  financial statements of PTI for the
               fiscal  year  ended  June  30,  1997,   together  with  unaudited
               consolidated  financial statements for the periods ended June 30,
               1998 and August 31, 1998 (the "Financial  Statements"),  true and
               complete  copies of which are  annexed as Schedule  6.1(12).  The
               balance  sheets  contained in such Financial  Statements  present
               fairly, in all material  respects,  the financial position of the
               Corporations as of their  respective dates and the results of its
               operations  for the periods  indicated,  in accordance  with U.S.
               GAAP consistently applied.

         (11)  Title to Assets. The Corporation has good and marketable title to
               all the Assets,  free and clear of any and all Liens,  except for
               Permitted   Liens.  The  Assets  are  sufficient  to  permit  the
               continued  operation  of the Business in  substantially  the same
               manner  as  conducted  on the  date of this  Agreement.  Schedule
               6.1(11) sets out a complete and  accurate  list of all  locations
               where the Assets are situate.  There is no  agreement,  option or
               other right or privilege  outstanding in favour of any Person for
               the purchase  from the  Corporation  of the Business or of any of
               the Assets out of the ordinary course of business.

         (12)  Leased  Premises.  Schedule 6.1(12) lists all the Premises Leases
               and describes  accurately the lease agreements  relating thereto.
               FMC  has  received  a  true  and  complete  copy  of  such  lease
               agreements.  Each  Premises  Lease is in full  force and  effect,
               unamended by oral or written  agreement,  and the  Corporation is
               entitled to the full benefit and advantage of such Premises Lease
               in  accordance  with the  terms  thereof.  Except as set forth in
               Schedule  6.1(14)  each  Premises  Lease is in good  standing and
               there has not been any material default by the  Corporation,  and
               to the Knowledge of the Vendor,  by any other party thereto under
               any  Premises  Lease  nor is the  Vendor  aware  of any  material
               dispute between any Corporation and any landlord under any of the
               Premises Leases. None of the Premises Leases has been assigned by
               a  Corporation  in favour of any Person.  The current uses of the
               Leased Premises comply with Applicable Law.

         (13)  Contracts.  Schedule  6.1(13) lists all the Contracts  other than
               the Premises Leases and the Vendor has provided true and complete
               copies of same to FMC. Except as set forth in Schedule 6.1(13) no
               Corporation  is in material  default under any Contract and there
               has not  occurred  any  event  which,  with the  lapse of time or
               giving of notice or both,  would  constitute a default  under any
               Contract by the  Corporation  or to the  Knowledge of the Vendor,
               any other party to the Contract.  Except as set forth in Schedule
               6.1(13) each  Contract is in full force and effect,  unamended by
               written or oral agreement, and the Corporation is entitled to the
               full benefit and advantage of each  Contract in  accordance  with
               its terms. No Corporation has received any notice of a default by
               the  Corporation  or a dispute  between the  Corporation  and any
               other party in respect of any Contract.  The Corporation is not a
               party  to or  bound  by any  contract  or  commitment  to pay any
               royalty,  licence fee or  management  fee,  save as  disclosed in
               Schedule 6.1(13).

         (14)  Receivables. The Receivables are valid obligations which arose in
               the  ordinary  course of  business  and to the  Knowledge  of the
               Vendor will be collected in the ordinary  course of business,  in
               the  aggregate,  at their  full face  value  subject to the usual
               reservation for bad debts,  which reservation is adequate for all
               reasonably foreseeable events.

         (15)  Intellectual Property and Software.

               (a)   Schedule  6.1(15)  lists  all  of  the   registrations  and
                     applications for registration of any material  Intellectual
                     Property  and  Software.   All  of  the  registrations  and
                     applications for registration of any material  Intellectual
                     Property are valid and  subsisting in good standing and are
                     recorded in the name of the Corporation.

               (b)   The  Corporation  has the  exclusive  right  to use,  sell,
                     license and dispose of, and has the right to bring  actions
                     for infringement of any material  Intellectual Property and
                     Software.

               (c)   The  Corporations  is the sole owner,  except as set out in
                     Schedule  6.1(16),  of the  Intellectual  Property  and the
                     Software  free of any and all  claims  of  interest  by any
                     third  party,   and  is  entitled  to  the   exclusive  and
                     uninterrupted use of the Intellectual Property and Software
                     without payment of any royalty or other fees.

               (d)   The Corporation has made every reasonable effort to protect
                     their legal rights to the use of the Intellectual  Property
                     and the  Software.  Subject to the licenses  granted by the
                     Corporation,  no  other  Person  has any  right,  title  or
                     interest in any of the  Software.  Except as  described  in
                     Schedule 6.1(15), all copies of any software forming a part
                     of the Software have been disclosed or  distributed  solely
                     in  Object  Code  form  and  subject  to  agreements   with
                     appropriate copyright and confidentiality  restrictions and
                     limitations  of liability.  Except as described in Schedule
                     6.1(15),  the Source Code for any of the  Software  has not
                     been  delivered  to  any  Person  by or on  behalf  of  the
                     Corporation.

               (e)   Schedule 6.1(15 ) lists all current  litigation,  including
                     all pending or to the  Knowledge of the Vendor,  threatened
                     actions,  suits or  claims,  relating  to the  Intellectual
                     Property and/or the Software.

               (e)   Except as listed in Schedule  6.1(15),  all  employees  and
                     independent   contractors  of  the  Corporation  and  other
                     Persons involved in the development of the Software and the
                     trade secrets included in the  Intellectual  property since
                     [insert date] have entered into  non-disclosure  agreements
                     pursuant  to  which  they  have  agreed  to  maintain   the
                     confidentiality  of the Software and of such trade  secrets
                     included in the  Intellectual  Property,  have assigned all
                     rights they may have in such  Software and trade secrets to
                     the Corporation and no  shareholder,  officer,  director or
                     employee of the Corporation,  or any other Person,  has any
                     right,  title or  interest  in any of the  Software  or the
                     Intellectual Property.

               (f)   To the Knowledge of the Vendor,  no Person has infringed or
                     misappropriated    the   Corporation's    rights   to   the
                     Intellectual Property.

               (g)   To the  Knowledge of the Vendor,  there is no  governmental
                     prohibition or  restriction on the use of the  Intellectual
                     Property.

               (h)   All of the  Corporation's  permissions  and licences to use
                     intellectual property of other Persons in relation to or in
                     connection  with  the  Software  which is  embodied  in the
                     Software  and which is  material  to the  operation  of the
                     Software (excluding commercial  off-the-shelf software) are
                     disclosed  in  Schedule  6.1(15).  Except as  disclosed  in
                     Schedule 6.1(15),  the Software does not contain nor embody
                     any third party intellectual property,  including software,
                     development tools and utilities material to the performance
                     of the Software.  All such licences referred to in Schedule
                     6.1(15)  are in full  force  and  effect  and  neither  the
                     Corporation  nor the other party to any such  licence is in
                     default of its obligations thereunder.

               (i)   To the  Knowledge of the Vendor,  neither the  manufacture,
                     marketing, sale, license or use of any Software or services
                     based upon the Software currently  manufactured,  marketed,
                     licensed,   sold,  provided  or  used  by  the  Corporation
                     violates,  in any material way, any licence or agreement of
                     the  Corporation  with any  Person or  infringes  upon,  or
                     constitutes  misappropriation of, the intellectual property
                     rights  of  any  other  Person,   whether   common  law  or
                     statutory,  including rights relating to defamation, rights
                     of privacy or publicity and contractual rights.

               (l)   The computer software comprising part of the Software is in
                     good operating  condition and functions in accordance  with
                     the specifications  described in the documentation  related
                     thereto,  and to the Knowledge of the Vendor,  is free from
                     material errors in design and material  operating  defects.
                     All source code for the computer  software  comprising part
                     of the Software is  sufficiently  documented  in the source
                     code  or  in  the  associated  documentation  to  enable  a
                     software  developer  reasonably skilled in such environment
                     to understand,  modify,  compile and otherwise  utilize all
                     aspects of the Software within a reasonable time.

         (16)  Licences  and  Permits.  The  Corporation  holds all Licences and
               Permits  required to carry on the Business  free and clear of any
               and all Liens,  other than Permitted Liens, and all such Licences
               and Permits are in full force and effect,  no  Corporation  is in
               violation  of any term or provision  or  requirement  of any such
               Licences and  Permits,  and no Person has  threatened  to revoke,
               amend or  impose  any  condition  in  respect  of,  or  commenced
               proceedings to revoke,  amend or impose conditions in respect of,
               any such Licence or Permit.

         (17)  Undisclosed  Liabilities.  The  Corporation  does  not  have  any
               liabilities,  obligations,  indebtedness or commitments,  whether
               accrued,  absolute,   contingent  or  otherwise,  which  are  not
               disclosed in the Financial Statements or referred to or disclosed
               herein,  other than  liabilities,  obligations  and  indebtedness
               incurred in the normal  course of business  since the date of the
               Financial Statements.

         (18)  Consents and Approvals. All the Consents and Approvals are listed
               in Schedule  6.1(18).  Except for the Consents and Approvals,  no
               consent or approval of any Person is required in connection  with
               the execution and delivery of this  Agreement and the  completion
               of the  transactions  contemplated by this Agreement or to permit
               the Corporation to carry on the Business after the Closing as the
               Business is currently carried on by the Corporation.

         (19)  Absence of Conflicting  Agreements.  The execution,  delivery and
               performance  of this  Agreement by the Vendor and the  completion
               (with any required  Consents and  Approvals) of the  transactions
               contemplated  by this  Agreement do not and will not result in or
               constitute any of the following:

               (a)   a material  default,  breach or violation or an event that,
                     with  notice or lapse of time or both,  would be a material
                     default,   breach  or   violation  of  any  of  the  terms,
                     conditions  or provisions of the articles or by-laws of the
                     Vendor or the Corporation;

               (b)   an event  which,  pursuant to the terms of any  Contract or
                     Licence or  Permit,  causes  any right or  interest  of any
                     Corporation to come to an end or be amended in any way that
                     is detrimental to the Business or entitles any other Person
                     to terminate or amend any such right or interest;

               (c)   the creation or imposition of any Lien on any Asset; or

               (d)   the violation of any Applicable Law by either of the Vendor
                     or the Corporation.

         (20)  Litigation.  Except as set out in Schedule  6.1(20),  there is no
               action,  suit,  proceeding,  claim,  application,   complaint  or
               investigation  in any court or before any arbitrator or before or
               by an regulatory body or governmental  or  non-governmental  body
               pending or  threatened by or against any  Corporation  Related to
               the  Business  or  affecting  the  Business or the  operation  or
               capital of the Corporations or the  transactions  contemplated by
               this Agreement,  and, to the Knowledge of the Vendor, there is no
               factual or legal basis which is reasonably likely to give rise to
               any such action, suit, proceeding, claim, application,  complaint
               or investigation.

         (21)  Employment  Contracts.  Schedule 6.1(21) lists, as of the date of
               this  Agreement,  the  compensation  and  benefit  of each of the
               senior  employees and directors of the Corporation and the Vendor
               has  provided  true and  complete  copies of same to FMC.  To the
               Knowledge of the Vendor the Corporation is in compliance with all
               Applicable  Laws  relating to Employees  and terms of  employment
               and,  except as set out in Schedule  6.1(21) is not a party to or
               bound by any additional or other  contracts for the employment of
               any  senior   employee  or   director  or  any  bonus,   deferred
               compensation,   profit   sharing,   retirement,   hospitalization
               insurance  or other  plans  or  arrangements  providing  employee
               benefits,  except  for  the  plans  providing  employee  benefits
               described in Schedule  6.1(21).  Except for remuneration  paid to
               employees in the usual and  ordinary  course of business and made
               at current  rates of  remuneration  no payments have been made or
               authorized by the Corporation to officers, directors or employees
               of the Corporation other than in the ordinary course of business.

         (22)  Employee  Plans.  The  Vendor has made  available  to FMC all the
               employee  benefit,  health,  welfare,  supplemental  unemployment
               benefit, bonus, pension,  profit sharing,  deferred compensation,
               stock compensation,  stock purchase, retirement,  hospitalization
               insurance,  medical,  dental, legal, disability and similar plans
               or arrangements or practices  relating to the Employees or former
               Employees  of  the  Corporation,  more  particularly  set  out in
               Schedule  6.1(22),   which  are  currently   maintained  or  were
               maintained  at any  time in the last  five  calendar  years  (the
               "Employee Plans").  All obligations  regarding the Employee Plans
               have  been  satisfied,  there  are  no  outstanding  defaults  or
               violations  by any  party  to any  Employee  Plan  and no  Taxes,
               penalties or fees are owing or exigible under any of the Employee
               Plans.

         (23)  Customers and Suppliers. Schedule 6.1(23) lists all customers and
               the largest  suppliers  of the  Corporation  (or such  additional
               customers or suppliers of such  Corporation  which are sufficient
               to  constitute  twenty  per  cent  or  more  of  total  sales  or
               purchases,   as  the  case  may  be)  for  the  12  month  period
               immediately before the date of this Agreement,  and the aggregate
               amount which each customer was invoiced and each supplier charged
               and was paid  during such  period.  Except as set out in Schedule
               6.1(23),  the Vendor is not aware of, nor has it received  notice
               of, any intention on the part of any such customer or supplier to
               cease doing business with the  Corporation or to modify or change
               in  any  material  manner  any  existing   arrangement  with  the
               Corporation  for  the  purchase  or  supply  of any  products  or
               services. To the Knowledge of the Vendor the relationships of the
               Corporation  with each of its principal  suppliers,  shippers and
               customers  are  satisfactory  and,  except as set out in Schedule
               6.1(23), there are no unresolved disputes with any such supplier,
               shipper or customer

         (24)  Product Warranties. To the Knowledge of the Vendor, and except as
               disclosed in Schedule  6.1(24) there are no existing,  pending or
               threatened  claims against the  Corporation on account of product
               warranties or with respect to the production or sale of defective
               or inferior products.

         (25)  Affiliated Transactions. Except as described in Schedule 6.1(25),
               the  Corporation  is not liable in respect  of  advances,  loans,
               guarantees to or on behalf of any shareholder, officer, director,
               Employee or Affiliate of the Corporation or any other Person with
               whom the Corporation does not deal at arm's length.

         (26)  Intercompany  Services.  Except as described in Schedule 6.1(26),
               there  are no  material  intercompany  services  provided  to the
               Corporation by the Vendor or by any Affiliate of the Vendor.

         (27)  Filings.  Except as set out in Schedule 6.1(27),  the Corporation
               has  prepared and filed on time with all  appropriate  government
               bodies including,  without limitation, all securities commissions
               and   regulatory   bodies,   all   tax   returns,   declarations,
               remittances,   information   returns,   reports  and  other  such
               documents of every nature required to be filed by or on behalf of
               the  Corporations  in  respect  of any Taxes or in respect of any
               other provision in any domestic or foreign, federal,  provincial,
               municipal,  state,  territorial or other relevant statute for all
               fiscal  periods ending prior to the date hereof and will continue
               to do so in respect of any fiscal  period ending on or before the
               Closing Date. All such filed returns, declarations,  remittances,
               information returns,  reports and other documents are correct and
               complete in all material respects,  and no material fact has been
               omitted  therefrom.  The  Vendor is a  "reporting  issuer" in the
               United  States and is not in default or on the list of defaulting
               reporting issuers maintained under any Applicable Laws.

         (28)  Taxes  Paid.  Except  as  set  out  in  Schedule   6.1(28),   the
               Corporation  has paid in full all Taxes required to be paid on or
               prior to the date hereof and has made  adequate  provision in the
               Financial   Statements  in  accordance  with  generally  accepted
               accounting  principles for the payment of all Taxes in respect of
               all fiscal periods ending on or before the Closing Date.

         (29)  Absence  of  Certain  Changes  or  Events.  Except  as  otherwise
               disclosed herein the Corporation has not:

               (a)   suffered any Material Adverse Change;

               (b)   amended its certificate or articles of incorporation;

               (c)   declared  or made  any  payment  of any  dividend  or other
                     distribution in respect of its shares and has not redeemed,
                     purchased or otherwise acquired any shares;

               (d)   issued or sold any  shares or other  securities  or issued,
                     sold or granted any  option,  warranty or right to purchase
                     any shares or other securities;

               (e)   disposed  of any of the  Assets  reflected  on the  balance
                     sheet  forming  part of the  Financial  Statements,  except
                     sales of inventories in the normal course of business;

               (f)   changed  any  accounting  or  costing  systems  or  methods
                     (including,   without   limitation)   revenue   recognition
                     methods) in any material respect;

               (g)   suffered any extraordinary  loss or cancelled or waived any
                     material   debt,   claim  or  other  right  other  than  as
                     specifically agreed to herein;

               (h)   incurred  or  assumed  any   liabilities,   obligations  or
                     indebtedness  (whether  accrued,  absolute,  contingent  or
                     otherwise)  or  extended  any  guarantee   except   current
                     liabilities,  obligations  and  indebtedness  in the normal
                     course of business;

               (i)   made or granted any bonus,  increased the compensation paid
                     (other than for normal merit and cost of living  increases)
                     or  made  or  guaranteed  any  loans  or  advances  to  any
                     Director,  Officer,  senior  employee or  Affiliate  in any
                     material way;

               (j)   mortgaged,  pledged,  granted  a  security  interest  in or
                     otherwise  encumbered  any  of  the  Assets, except in  the
                     normal course of business;

               (k)   entered into any Contract or any other transaction that was
                     not in the normal course of business; or

               (l)   terminated,  cancelled or modified in any material  respect
                     or   received   notice  or  a  request   for   termination,
                     cancellation or modification in any material respect of any
                     Contract, except in the normal course of business.

         (30)  Full  Disclosure.   The  foregoing   resolutions  and  warranties
               (including the Schedules) do not contain any untrue  statement of
               a material fact or omit to state any material  fact  necessary to
               make any such  statement or  representation  not  misleading to a
               prospective  purchaser of the Shares seeking full  information as
               to the Corporation and its properties, businesses and affairs.

         6.2.1  Representations  and  Warranties  of  FMC.  FMC  represents  and
warrants to the Vendor as follows:

         (1)   Incorporation  and Power. FMC is a corporation duly  incorporated
               under the laws of the  jurisdiction of its  incorporation  and is
               duly  organized,  validly  subsisting  and in good standing under
               such laws.

         (2)   Due  Authorization.   FMC  has  all  necessary  corporate  power,
               authority and capacity to enter into this Agreement and all other
               agreements and  instruments to be executed by it as  contemplated
               by this  Agreement  and to carry out its  obligations  under this
               Agreement  and  such  other  agreements  and   instruments.   The
               execution   and  delivery  of  this   Agreement  and  such  other
               agreements and instruments and the completion of the transactions
               contemplated  by this  Agreement  and such other  agreements  and
               instruments have been duly authorized by all necessary  corporate
               action on the part of FMC.

         (3)   Enforceability of Obligations. This Agreement constitutes a valid
               and  binding  obligation  of  FMC  enforceable   against  FMC  in
               accordance  with its terms  subject,  however,  to limitations on
               enforcement imposed by bankruptcy, insolvency,  reorganization or
               other  laws  affecting  creditors'  rights  generally  and to the
               extent that equitable  remedies such as specific  performance and
               injunctions  are only  available in the  discretion  of the court
               from which they are sought.

         (4)   Consents and  Approvals.  No consent or approval of any Person is
               required by FMC in connection  with the execution and delivery of
               this   Agreement   and  the   completion   of  the   transactions
               contemplated by this Agreement.

         6.2.1 Survival of Representations and Warranties.

         (1)   The  representations  and warranties  contained in Section 6.1 or
               any other agreement, certificate or instrument delivered pursuant
               to this  Agreement  shall survive the Closing for a period of two
               years from the Closing Date, and  notwithstanding the Closing and
               any  inspection or inquiries  made by or on behalf of FMC,  shall
               continue in full force and effect for the  benefit of FMC,  after
               which time the Vendor shall be released from all  obligations  in
               respect  of  such  representations  and  warranties  except  with
               respect to any Claims asserted by FMC in writing  (setting out in
               reasonable  detail  the  nature of the Claim and the  approximate
               amount of such Claim) before the  expiration of such period,  but
               (a)  there  shall  be no time  limit on the  representations  and
               warranties  of the Vendor which relate to the  enforceability  of
               the Vendor's  obligations under this Agreement in Section 6.1(3),
               the  incorporation of the Corporation in Section 6.1(7),  the due
               authorization of this Agreement by the Vendor and the Corporation
               in Section  6.1(2) or to the title of the Vendor to the Shares in
               Section  6.1(5},  and (b) the time limit in  connection  with the
               representations and warranties relating to Intellectual  Property
               and Software matters in Section 6.1(15) shall be five years.

         (2)   The  representations  and  warranties of FMC contained in Section
               6.2 or any other agreement,  certificate or instrument  delivered
               pursuant to this Agreement shall survive the Closing for a period
               of two years  from the  Closing  Date,  and  notwithstanding  the
               Closing,  shall continue in full force and effect for the benefit
               of the Vendor,  after  which time FMC shall be released  from all
               obligations  in respect of such  representations  and  warranties
               except  with  respect  to any  Claims  asserted  by the Vendor in
               writing (setting out in reasonable detail the nature of the Claim
               and the appropriate amount thereof) before the expiration of such
               period,  but there shall be no time limit on the  representations
               and warranties of FMC which relate to the incorporation of FMC in
               Section 6.2(1), the due authorization of this Agreement by FMC in
               Section 6.2(2) and the  enforceability of FMC's obligations under
               this Agreement in Section 6.2(3).

         (2)   Despite  Sections  6.3(1)  and  6.3(2),  in the  event  that  any
               representation  or warranty of any Party under Section 6.1 or 6.2
               is made with the intent to deceive in reckless  disregard  of the
               accuracy of such representation and warranty, such representation
               and warranty shall survive the Closing in perpetuity.

                                    ARTICLE 7
                                 INDEMNIFICATION

         7.1.1  Indemnity by the Vendors.  The Vendor shall  indemnify  and hold
FMC, its directors,  officers, employees, agents and representatives harmless in
respect of any claim,  demand,  action,  cause of action,  damage,  loss,  cost,
liability or expense (hereinafter referred to as a "Claim") which may be made or
brought against an Indemnified Party or which it may suffer or incur directly or
indirectly as a result of, in respect of or arising out of:

         (1)   any incorrectness in or breach of any  representation or warranty
               of the  Vendor  contained  in this  Agreement  or under any other
               agreement,  certificate  or  instrument  executed  and  delivered
               pursuant to this Agreement; or

         (2)   any breach of or any non-fulfillment of any covenant or agreement
               on the part of the Vendor under this Agreement or under any other
               agreement,  certificate  or  instrument  executed  and  delivered
               pursuant to this Agreement,

provided  however  that the  Vendor  shall not be liable for any Claim by FMC in
connection  with the  breach of any  representation  or  warranty  of the Vendor
contained  in this  Agreement  or under  any  other  agreement,  certificate  or
instruments  executed and delivered  pursuant to this Agreement  relating to the
enforceability  of the  Vendors'  obligations  under this  Agreement  in Section
6.1(3),  or to the title of each  Vendor to the Shares in Section  6.1(5) or the
breach or non-fulfillment of any covenant or agreement on the part of the Vendor
under this Agreement or any other agreement,  certificate or instrument executed
and delivered pursuant to this Agreement.

         7.2  Indemnity by FMC.  FMC shall  indemnify  and hold the Vendor,  its
directors, officers, employees, agents, representatives and Affiliates and their
respective directors,  officers,  employees, agents and representatives harmless
in respect  of any Claim  which may be made or  brought  against an  Indemnified
Party or which it may suffer or incur  directly or indirectly as a result of, in
respect of or arising out of:

         (1)   any incorrectness in or breach of any  representation or warranty
               of FMC contained in this Agreement or under any other  agreement,
               certificate or instrument executed and delivered pursuant to this
               Agreement; or

         (2)   any breach or  non-fulfilment of any covenant or agreement on the
               part of FMC under this  Agreement  or under any other  agreement,
               certificate or instrument executed and delivered pursuant to this
               Agreement.

         7.3  Limitation.  Except to the extent  relating to any fraud, no Party
shall have any Liability for  indemnification  pursuant to Sections 7.1 and 7.2,
save as follows: (a) the Vendor shall not have any Liability for indemnification
pursuant  to  Section  7.1(1) in any  amount in  excess  of the  portion  of the
Purchase Price received by such Vendor or Corporation; and (b) FMC shall have no
Liability for indemnification pursuant to Section 7.2 in any amount in excess of
the portion of the Purchase Price paid by FMC to each Vendor.

         7.4 Notice of Claim.  If an Indemnified  party becomes aware of a Claim
in respect of which  indemnification is provided for pursuant to any of Sections
7.1 or 7.32 as the  case may be,  the  Indemnified  Party  shall  promptly  give
written notice of the Claim to the Indemnifying Party. Such notice shall specify
whether  the  Claim  arises  as a  result  of a claim by a  Person  against  the
Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise
(a "Direct Claim"), and shall also specify with reasonable particularity (to the
extent the information is available):

               (a)   the factual basis of the Claim; and

               (b)   the amount of the Claim, if known.

If through the fault of the Indemnified  Party, the Indemnifying  Party does not
receive notice of any Claim in time effectively to contest the  determination of
any  liability  susceptible  of  being  contested,  then  the  Liability  of the
Indemnifying  Party to the Indemnified Party under this Article shall be reduced
by the amount of any losses  incurred by the  Indemnifying  Party resulting from
the Indemnified Party's failure to give such notice on a timely basis.

         7.5 Direct  Claims.  In the case of a Direct  Claim,  the  Indemnifying
Party  shall have 60 days from  receipt of notice of the Claim  within  which to
make  such  investigation  of the  Claim  as the  Indemnifying  Party  considers
necessary or desirable.  For the purpose of such investigation,  the Indemnified
Party shall make available to the Indemnifying Party the information relied upon
by the Indemnified Party to substantiate the Claim, together with all such other
information as the Indemnifying  Party may reasonably  request.  If both parties
agree at or before the expiration of such 60 day period (or any mutually  agreed
upon  extension  thereof)  to  the  validity  and  amount  of  such  Claim,  the
Indemnifying  Party  shall  immediately  pay to the  Indemnified  Party the full
agreed upon amount of the Claim,  failing  which the matter shall be referred to
non-binding  mediation  in such  manner  as the  parties  may  agree or shall be
determined by a court of competent jurisdiction.

         7.6  Third  Party  Claims.  In the  case of a Third  Party  Claim,  the
Indemnifying  Party shall have the right,  at its expense,  to participate in or
assume control of the  negotiation,  settlement or defence of the Claim.  If the
Indemnifying  Party elects to assume such control,  the Indemnifying Party shall
reimburse the Indemnified Party for all of the Indemnified Party's out-of-pocket
expenses  incurred  as  a  result  of  such  participation  or  assumption.  The
Indemnified  Party  shall  have the  right to  participate  in the  negotiation,
settlement or defence of such Third Party Claim and to retain  counsel to act on
its behalf,  provided that the fees and  disbursements  of such counsel shall be
paid by the  Indemnified  Party unless the  Indemnifying  Party  consents to the
retention  of such  counsel at its  expense  or unless the named  parties to any
action or proceeding  include both the  Indemnifying  Party and the  Indemnified
Party and a representation  of both the  Indemnifying  Party and the Indemnified
Party by the same counsel would be inappropriate  due to the actual or potential
differing  interests  between  them  (such  as  the  availability  of  different
defences).  The Indemnified Party shall cooperate with the Indemnifying Party so
as to permit the Indemnifying Party to conduct such negotiation,  settlement and
defence and for this purpose shall  preserve all relevant  documents in relation
to the Third Party Claim,  allow the  Indemnifying  Party  access on  reasonable
notice  to  inspect  and take  copies  of all such  documents  and  require  its
personnel to provide such  statements as the  Indemnifying  Party may reasonably
require  and to attend and give  evidence  at any trial or hearing in respect of
the Third Party Claim.  If, having elected to assume control of the negotiation,
settlement  or  defence  of  the  Third  Party  claim,  the  Indemnifying  Party
thereafter  fails to  conduct  such  negotiation,  settlement  or  defence  with
reasonable  diligence,  then the  Indemnified  Party shall be entitled to assume
such control and the  Indemnifying  Party shall be bound by the results obtained
by the  Indemnified  Party with respect to such Third Party Claim.  If any Third
Party  Claim is of a nature such that (i) the  Indemnified  Party is required by
Applicable  Law or the order of any court,  tribunal or  regulatory  body having
jurisdiction,  or (ii) it is necessary in the reasonable view of the Indemnified
Party acting in good faith and in a manner consistent with reasonable commercial
practices,  in respect of (A) a Third  Party  Claim by a  customer  relating  to
products  or  services  supplied  by the  Business  or (B) a Third  Party  Claim
relating to any Contract  which is necessary  to the ongoing  operations  of the
Business or any material part thereof in order to avoid  material  damage to the
relationship  between the Indemnified Party and any of its major customers or to
preserve the rights of the Indemnified  Party under such an essential  Contract,
to make a payment  to any  person (a "Third  Party")  with  respect to the Third
Party Claim before the  completion of settlement  negotiations  or related legal
proceedings,  as the  case may be,  then the  Indemnified  Party  may make  such
payment  and  the  Indemnifying  Party  shall,  promptly  after  demand  by  the
Indemnified  Party,  reimburse the  Indemnified  Party for such payment.  If the
amount of any liability of the Indemnified  Party under the Third Party Claim in
respect  of such a payment  was made,  as finally  determined,  is less than the
amount which was paid by the  Indemnifying  Party to the Indemnified  Party, the
Indemnified Party shall, promptly after receipt of the difference from the Third
Party,  pay the amount of such difference to the  Indemnifying  Party. If such a
payment, by resulting in settlement of the Third Party Claim,  precludes a final
determination  of the merits of the Third Party Claim and the Indemnified  Party
and the  Indemnifying  Party  are  unable  to agree  whether  such  payment  was
unreasonable in the circumstances  having regard to the amount and merits of the
Third Party Claim, then such dispute shall be referred to and finally settled by
binding arbitration from which there shall be no appeal.

         7.7 Settlement of Third Party Claims.  If the Indemnifying  Party fails
to assume control of the defence of any Third Party Claim, the Indemnified Party
shall have the  exclusive  right to contest,  settle or pay the amount  claimed.
Whether  or not the  Indemnifying  Party  assumes  control  of the  negotiation,
settlement or defence of any Third Party Claim, the Indemnifying Party shall not
settle any Third Party Claim  without  the  written  consent of the  Indemnified
Party,  which consent shall not be unreasonably  withheld or delayed;  provided,
however,  that the liability of the  Indemnifying  Party shall be limited to the
proposed  settlement  amount if any such  consent is not obtained for any reason
within a reasonable time after the request therefor.

         7.8 Interest on Claims. The amount of any Claim submitted under Section
7.1 or 7.2 as damages or by way of indemnification  shall bear interest from and
including the date any Indemnified  Party is required to make payment in respect
thereof  at the  Prime  Rate  calculated  from and  including  such  date to but
excluding  the date  reimbursement  of such Claim by the  Indemnifying  Party is
made, and the amount of such interest shall be deemed to be part of such Claim.

         7.9 Tax  Adjustments.  The amount of any Claim  submitted under Section
7.1 or 7.2 as damages or by way of  indemnification  shall be  determined  on an
after-Tax  basis, and without limiting the generality of the foregoing shall (a)
be net of the  present  value  of any  Tax  benefits  to the  Indemnified  Party
resulting  from the claim for indemnity and (b) include the amount  necessary to
hold the  Indemnified  Party  harmless  after Tax. The present  value of any Tax
benefits  shall be the amount,  calculated  on the date that is the Business Day
immediately  preceding  the date of payment of the Claim,  that is  required  to
provide a yield  from such date to the last day of the latest  taxation  year of
the Indemnified  Party to which the Tax benefits relate that is equal to the sum
of the yield to maturity on such date, assuming semi-annual compounding,  that a
non-callable Government of Canada bond would carry if issued in Canadian dollars
in  Canada  at  100%  of  its  principal   amount  on  such  date  and  maturing
approximately  on the last day of the latest  taxation  year of the  Indemnified
Party to which the Tax benefits relate, plus five per cent.

         7.10 Set-0ff.  FMC shall be entitled to set-off the amount of any Claim
submitted under Section 7.1 as damages or by way of indemnification  against the
Corporation,  once finally determined,  against any other amounts payable by FMC
to the Corporation whether under this Agreement or otherwise.

         7.11  Dispute  Resolution.  In the event that any Party  shall have any
disagreement,  dispute,  controversy or claim arising out of or relating to this
Agreement,   the  performance  or   interpretation   hereof,   the  relationship
contemplated hereby, or the breach,  termination or invalidity hereof or thereof
( a  "Dispute"),  then such Party shall  notify each other in a writing  setting
forth briefly the nature of the Dispute and the amount involved,  if any. Within
ten (10) days of receipt of such  notice,  the  Parties  shall each  designate a
representative  with full power and authority to resolve the Dispute,  who shall
meet within fifteen (15) days of their designation to attempt through good faith
negotiation  to reach an  amicable  resolution.  If the  Parties  are  unable to
resolve  the  Dispute  within  sixty  (60)  days  following  the  date on  which
negotiations  commenced,  any Party can  submit  the  Dispute  to  mediation  in
accordance with the procedures of the American Arbitration Association.  Nothing
in this  Agreement  is intended to limit a Party's  right to seek,  at any time,
injunctive or other  provisional  judicial relief if in the  circumstances  such
relief is necessary to avoid irreparable harm or other injury for which there is
no adequate remedy at law.

                                    ARTICLE 8
                                 INTERIM PERIOD

         8.1 Investigation.  Until the Closing,  FMC and its representatives and
advisers shall be permitted to make such investigations, inspections, surveys or
tests of the properties and assets of the Corporation, its predecessor companies
and Affiliates and of its respective  financial and legal condition as FMC deems
necessary or desirable to familiarize  itself with such  properties,  assets and
other matters.  Without  limiting the generality of the foregoing,  FMC shall be
permitted complete access to all documents relating to information  scheduled or
required to be disclosed  under this  Agreement,  to the Books and Records,  the
Contracts,  the Leased Premises,  the Employees,  records  regarding  suppliers,
customers and regulators and environmental reports, surveys,  inspection reports
and all other reports prepared by advisers of the  Corporation,  its predecessor
companies  and  its  Affiliates  and  the  Corporation   shall  provide  to  FMC
photocopies of all such written  information  and documents as may be reasonably
requested by FMC. Any such investigations,  inspections,  surveys or tests shall
not,  however,  affect or mitigate the  representations  and  warranties  of the
Vendor  under this  Agreement  which shall  continue in full force and effect as
provided under this Agreement.

         8.2   Authorizations.   The  Vendor  shall   execute  and  deliver  any
authorizations  required to permit the investigations,  inspections,  surveys or
tests described in Section 8.1.


         8.3 Confidentiality.

         (1)   Each party shall hold in strictest  confidence and not use in any
               manner,  other than as expressly  contemplated by this Agreement,
               any  Confidential  Information  (as  defined  below) of the other
               Party.

         (2)   Section   8.3(1)  shall  not  apply  to  the  disclosure  of  any
               Confidential  Information  where such  disclosure  is required by
               Applicable  Law.  In that case,  the Party  required  to disclose
               shall, as soon as possible in the circumstances, notify the other
               Party of the requirement.  Upon receiving such notification,  the
               other  Party  may take any  reasonable  action to  challenge  the
               requirement,  and the affected Party shall, at the expense of the
               other  Party,  assist the other Party in taking  such  reasonable
               action.

         (3)   Following the  termination  of this  Agreement,  each Party shall
               promptly,  upon  request  from the  other  Party,  return  to the
               requesting  Party all copies of any  tangible  items  (other than
               this Agreement),  if any, which are or which contain Confidential
               Information of the requesting  Party;  provided that if the Party
               so  obligated  to return  Confidential  Information  has prepared
               summaries  or  analyses  containing  or  concerning  Confidential
               Information,  then such  Party  may,  instead  of  returning  the
               summaries or analyses,  destroy them and provide a certificate to
               that effect to the requesting Party.

         (3)   For the purposes of this Section 8.3:

               (a)   "Confidential Information" of a Party at any time means all
                     information  relating to the business of such Party and its
                     Affiliates   (including   business  plans,   way  of  doing
                     business,  business  results  and  prospects  and  customer
                     lists) which,

                     (i)    at the time is of a confidential  nature (whether or
                            not specifically  identified as confidential) and is
                            known or should be known by the other Party as being
                            confidential, and

                     (ii)   has been or is from time to time made known to or is
                            otherwise  learned by the other Party as a result of
                            the matters provided for in this Agreement,

                           including the following information:

                     (iii)  the terms of this Agreement;

                     (iv)   a  Party's  proprietary  software  and  Intellectual
                            Property; and

                     (v)    a Party's business records,

                            but not including any information that at such time:

                     (vi)   has become  generally  available to the public other
                            than as a result of a disclosure by the other Party.

         8.4 Action  During  Interim  Period.  During the  Interim  Period,  the
Corporation  shall be operated and managed in the usual and  ordinary  course of
business such that the Corporation shall:

         (1)   other than changes to  compensation  or other benefits which have
               been  approved  by a  majority  of the board of  directors  or in
               accordance  with existing  agreements,  not make or agree to make
               any material  change in the  compensation  of any Senior Employee
               and  not pay or  agree  to pay or set  aside  any  bonus,  profit
               sharing,  retirement,   insurance,  death,  severance  or  fringe
               benefit or other  extraordinary or indirect  compensation to, for
               or on behalf of any Senior Employee;

         (2)   not dispose of any of the Assets, except for sales of inventories
               in the normal course of business;

         (3)   not enter into any  Material  Contract  that is not in the normal
               course of business;

         (4)   not issue any shares or other  securities of the  Corporation  in
               connection  with  the  warrant  transactions or  the exercise  of
               options already granted;

         (4)   not  declare or cause to be paid any  dividend  or make any other
               form of  distribution  or  payment  on the  Shares  or any  other
               securities of the Corporation;

         (5)   use all reasonable  efforts not to default in the  performance of
               any term or condition  of any  Material  Contract or Licences and
               Permits;

         (6)   not  cancel  any  policy  of  insurance   which  relates  to  the
               Corporation  or any of the Assets,  except with the prior written
               consent of FMC;

         (7)   use  all  reasonable  efforts  to  maintain  relations  with  the
               suppliers,   customers  and  landlords  of  the   Corporation  in
               accordance with past custom and practice; and

         (8)   except as otherwise  disclosed herein, pay before delinquency all
               Taxes and other  obligations  which become due and payable by the
               Corporation.

         8.5 Exclusive  Dealings.  During the Interim  Period neither the Vendor
nor the Corporation without the consent of FMC, not to be unreasonably withheld,
shall take any action, directly or indirectly, to encourage,  initiate or engage
in discussions or negotiations  with, or provide any information to, any Person,
other  than FMC and the  designated  and  authorized  representatives  of either
party,  concerning any sale,  transfer or assignment of the Shares or the Assets
(other than sales in the ordinary course of business) involving the Corporation.
The Vendor and the Corporation shall notify FMC promptly if any such discussions
or negotiations are sought or if any proposal for a sale, transfer or assignment
of the Shares or the Assets is received or being considered. Notwithstanding the
foregoing,  the  restrictions  set out in  this  Section  8.5  shall  not  apply
following the termination of this Agreement.

         8.6 Regulatory Approvals.  The Vendor shall cooperate,  and shall cause
the  Corporation  to  cooperate,  with FMC and render all  necessary  assistance
required by FMC in connection  with any  application,  notification or filing of
FMC to or with any regulatory agency, at FMC's expense.

         8.7  Updates  to  Information.  The  Vendor  shall  update on or before
Closing, by amendment or supplement, any of the information disclosure schedules
referred to in this Agreement and any other disclosure in writing to FMC as soon
as  reasonably  possible  after  new or  conflicting  information  comes  to the
attention of the Vendor. FMC shall not be obligated to accept any such amendment
or  supplement  if it results in a Material  Adverse  Change in the Business and
receipt of any such  amendment or supplement  shall not be deemed to be a waiver
or release by FMC of any provision of this Agreement.

                                    ARTICLE 9
                                     GENERAL

         9.1 Expenses.  FMC and the Vendor shall each be solely  responsible for
and bear all of its own  respective  expenses,  including,  without  limitation,
expenses of legal counsel,  accountants, and other advisors incurred at any time
in connection with pursuing or  consummating  the  transactions  contemplated in
this Agreement.

         9.2 Public  Announcements.  Except to the extent otherwise  required by
law or with the prior consent of the other Party, no Party shall make any public
announcement  regarding this Agreement or the transactions  contemplated by this
Agreement.   The  parties  shall  mutually  agree  upon  an  appropriate  public
announcement to be made after execution of this Agreement.

         9.3 Notices. Any notice, certificate,  consent,  determination or other
communication  required or  permitted  to be given or made under this  Agreement
shall be in writing  and shall be  effectively  given and made if (i)  delivered
personally,  (ii) sent by prepaid courier service or mail, or (iii) sent prepaid
by fax or other similar means of electronic  communication,  in each case to the
applicable address set out below:

                     (i)    if to the Vendor, to:

                            Mr. Douglas J. Bates
                            c/o Gallop, Johnson & Neuman, L.C.
                            101 South Hanley Road, Suite 1600
                            St. Louis, Missouri   63105

                            Fax:  (314) 862-1219


                     (ii)   Financial  Models  Company Inc. 2355 Skymark Avenue
                            Mississauga, Ontario L4W 4Y6

                            Attention:  Richard W. Arnold
                            Fax:  (905) 629-0022

                            with a copy to:

                            McCarthy Tetrault
                            Suite 4700
                            Toronto Dominion Bank Tower
                            Toronto Dominion Centre
                            Toronto, Ontario   M5K 1E6

                            Attention:  Christa Wessel
                            Fax:  (416) 868-1853

Any such  communication  so given or made  shall be deemed to have been given or
made and to have been  received on the day of delivery if  delivered,  or on the
day of faxing or sending by other  means of recorded  electronic  communication,
provided  that such day in either event is a Business Day and the  communication
is so delivered,  faxed or sent before 4:30 p.m.  local time of the recipient on
such day.  Otherwise,  such communication shall be deemed to have been given and
made and to have been  received on the next  following  Business  Day.  Any such
communication  sent by mail  shall be deemed to have been  given and made and to
have been  received on the fifth  Business Day  following  the mailing  thereof;
provided however that no such communication shall be mailed during any actual or
apprehended  disruption of postal services. Any such communication given or made
in any other  manner shall be deemed to have been given or made and to have been
received  only upon actual  receipt.  Any Party may from time to time change its
address  under  this  Section by notice to the other  Party  given in the manner
provided by this Section.

         9.4 Entire Agreement.  This Agreement  constitutes the entire agreement
between  the Parties  pertaining  to the subject  matter of this  Agreement  and
supersedes all prior agreements,  understandings,  negotiations and discussions,
whether oral or written. There are no conditions, warranties, representations or
other  agreements  between the Parties in connection  with the subject matter of
this  Agreement,  whether  oral or  written,  express or implied,  statutory  or
otherwise) except as specifically set out in this Agreement.

         9.5 Waiver.  A waiver of any default,  breach or  non-compliance  under
this Agreement is not effective  unless in writing and signed by the party to be
bound by the waiver.  No waiver shall be inferred from or implied by any failure
to act or delay in  acting  by a party in  respect  of any  default,  breach  or
non-observance or by anything done or omitted to be done by the other party. The
waiver by a party of any default,  breach or non-compliance under this Agreement
shall not operate as a waiver of that  party's  rights  under this  Agreement in
respect  of any  continuing  or  subsequent  default,  breach or  non-observance
(whether of the same or any other nature).

         9.6  Severability.  Any provision of this Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  that  jurisdiction,  be
ineffective to the extent of such prohibition or  unenforceability  and shall be
severed from the balance of this Agreement,  all without affecting the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

         9.7  Non-Merger.  Each party hereby agrees that all  provisions of this
Agreement,   other   than  (a)  the   conditions   in  Article  5  and  (b)  the
representations  and  warranties  contained in Article 6 and the  indemnities in
Sections 8.1 and 8.2 hereof (which shall be subject to the arrangements  made in
such Articles or Sections)  shall forever  survive the  execution,  delivery and
performance  of  this  Agreement,  Closing  and  the  execution,   delivery  and
performance  of  any  and  all  documents  delivered  in  connection  with  this
Agreement.

         9.8 Further Assurances.  Each Party shall promptly do, execute, deliver
or cause to be done,  executed and  delivered  all further  acts,  documents and
things in connection  with this  Agreement  that the other Party may  reasonably
require for the purposes of giving effect to this Agreement.

         9.9 Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the  Provinces of Ontario and British  Columbia and
the laws of Canada applicable in such Province.

         9.10 Successors and Assigns.  This Agreement shall enure to the benefit
of, and be binding on, the Parties and their respective successors and permitted
assigns. No Party may assign or transfer, whether absolutely, by way of security
or otherwise, all or any part of its respective rights or obligations under this
Agreement  without the prior  written  consent of the other  Parties,  provided,
however,  that from and after the Closing, FMC shall be entitled to transfer all
or a portion of the  Shares,  and all  ancillary  rights  therein  and  thereto,
without the prior written consent of any other Party.

         9.11  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which shall be deemed to be an original  and all of which
taken  together  shall be  deemed  to  constitute  one and the same  instrument.
Counterparts  may be  executed  either in original or faxed form and the Parties
adopt any signatures  received by a receiving fax machine as original signatures
of the Parties;  provided,  however,  that any Party  providing its signature in
such  manner  shall  promptly  forward to the other  Parties an  original of the
signed copy of the Agreement which was so faxed.

<PAGE>

         IN WITNESS WHEREOF the Parties have executed this Agreement as of the
6th day of January, 1999.


FINANCIAL MODELS COMPANY INC.            POWERTRADER,  INC.


Per:                                     Per:
     ------------------------------           ----------------------------------
Name:                                    Name:
Title:                                   Title: