EXHIBIT 2.6
                                                                     -----------


                         HAMILTION DIGITAL DESIGNS LTD.
                                 as Corporation,


                                FARRELL M. BOYCE

                                       and

                                JAMES B. MITCHELL

                                       and

                                 BRIAN G. NUGENT

                                   as Vendors,


                                 DTEK sIGNS ULC
                                  as Purchaser

                                       and

                           Display Technologies, Inc.
                                    as Parent







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


                            SHARE PURCHASE AGREEMENT
                                  JUNE 30, 2000


<PAGE>

                            SHARE PURCHASE AGREEMENT

         Share Purchase Agreement dated June 30, 2000, between HAMILTON DIGITAL
DESIGNS LTD., a corporation incorporated under the laws of Ontario
("CORPORATION"), FARELL M. BOYCE, JAMES B. MITCHELL, BRIAN G. NUGENT, DTEK SIGNS
ULC, an unlimited liability company incorporated under the laws of Nova Scotia
("PURCHASER"), and DISPLAY TECHNOLOGIES, INC., a corporation incorporated under
the laws of Nevada ("PARENT").

                                   ARTICLE 1
                                 INTERPRETATION

1.1      DEFINED TERMS.

         Where used herein or in any amendments hereto or in any communication
required or permitted to be given hereunder, the following terms shall have the
following meanings, respectively, unless the context otherwise requires:

         (a)   "AFFILIATE" has the meaning ascribed thereto in the ONTARIO
               BUSINESS CORPORATIONS ACT.

         (b)   "AGREEMENT" means this Share Purchase Agreement and all
               instruments supplemental hereto or in amendment or confirmation
               hereof; "HEREIN", "HEREOF", "HERETO", "HEREUNDER" and similar
               expressions mean and refer to this Agreement and not to any
               particular Article, Section or other subdivision; "ARTICLE",
               "SECTION" or other subdivision of this Agreement means and refers
               to the specified Article, Section or other subdivision of this
               Agreement.

         (c)   "AUTHORIZATION" means, with respect to any Person, any order,
               permit, approval, waiver, licence or similar authorization of any
               Governmental Entity having jurisdiction over the Person.

         (d)   "ANCILLARY AGREEMENTS" means each and every other agreement
               contemplated by this Agreement to be executed and delivered by
               any of the Parties or any combination of the Parties.

         (e)   "BACKLOG" means firm orders (as evidenced by accepted purchase
               orders or similar documents) for products of Corporation in hand
               that have not been shipped or produced.

         (f)   "BOOKS AND RECORDS" means all books of account, tax records,
               sales and purchase records, customer and supplier lists, computer
               software, formulae, business reports, plans and projections and
               all other documents, files, correspondence and other information
               of Corporation whether in writing or electronic form.

         (g)   "BUSINESS DAY" means any day other than a Saturday, Sunday or
               other day on which the principal commercial banks in Toronto,
               Ontario are not open for business during normal business hours.

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                                      -2-

         (h)   "CLOSING" means the completion of the transaction of purchase and
               sale contemplated in this Agreement.

         (i)   "CLOSING DATE" means June 30, 2000, 12:01 a.m. Eastern Time.

         (j)   "CONSENT" means the consent of a contracting party to a direct or
               indirect change in control of Corporation if required by the
               terms of any Contract.

         (k)   "CONTRACTS" means all agreements to which Corporation is a party
               including all contracts, leases of personal property and
               commitments of any nature, written or oral.

         (l)   "CORPORATE RECORDS" means the corporate records of Corporation,
               including (i) all constating documents and by-laws, (ii) all
               minutes of meetings and resolutions of shareholders and directors
               (and any committees), and (iii) the share certificate books,
               securities register, register of transfers and register of
               directors.

         (m)   "CORPORATION" has the meaning in the initial description of the
               Parties hereto.

         (n)   "EMPLOYEE PLANS" means all the employee benefit, fringe benefit,
               supplemental unemployment benefit, bonus, incentive, profit
               sharing, termination, change of control, pension, retirement,
               stock option, stock purchase, stock appreciation, health,
               welfare, medical, dental, disability, life insurance and similar
               plans, programmes, arrangements or practices relating to the
               current or former employees, officers or directors of Corporation
               maintained, sponsored or funded by Corporation, whether written
               or oral, funded or unfunded, insured or self-insured, registered
               or unregistered.

         (o)   "ENVIRONMENTAL LAWS" means all applicable Laws and agreements
               with Governmental Entities and all other statutory requirements
               relating to public health or the protection of the environment
               and all Authorizations issued pursuant to such Laws, agreements
               or statutory requirements.

         (p)   "FINANCIAL STATEMENTS" shall mean the audited financial
               statements for Corporation, as at April 30, 1998 and April 30,
               1999, respectively, consisting in each case of a balance sheet
               and the accompanying statements of income, retained earnings and
               changes in financial position for the period then ended and notes
               to the financial statements together with the report of the
               auditors thereon, a copy of which financial statements is annexed
               hereto as Schedule 3.2(w).

         (q)   "GAAP" means, at any time, accounting principles generally
               accepted in Canada including those set out in the Handbook of the
               Canadian Institute of Chartered Accountants, at the relevant time
               applied on a consistent basis.

         (r)   "GOVERNMENTAL ENTITY" means any (i) multinational, federal,
               provincial, state, municipal, local or other governmental or
               public department, central bank, court, commission, board,
               bureau, agency or instrumentality, domestic or foreign, (ii) any
               subdivision or authority of any of the foregoing, or (iii) any
               quasi-governmental or private body exercising any regulatory,
               expropriation or taxing authority under or for the account of any
               of the above.

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                                      -3-

         (s)   "IOC" means Innovation Ontario Corporation.

         (t)   "INTELLECTUAL PROPERTY" means (i) any trade marks, trade names,
               business names, brand names, service marks, logos, computer
               software, computer programmes, copyrights, including any
               performing, author or moral rights, designs, inventions, patents,
               franchises, formulae, processes, know-how, technology and related
               goodwill, (ii) any applications, registrations, issued patents,
               continuations in part, divisional applications or analogous
               rights or licence rights therefor, and (iii) other intellectual
               or industrial property in each case, owned or used by the
               Corporation.

         (u)   "INTERIM FINANCIAL STATEMENTS" means the unaudited balance sheet
               of Corporation as at April 30, 2000 and the accompanying
               unaudited statement of income of Corporation for the 12-month
               period then ended and all notes in respect thereof, a copy of
               which Interim Financial Statement is annexed hereto as Schedule
               3.2(w).

         (v)   "INTERIM PERIOD" means the period between the close of business
               on the date of this Agreement and the Closing.

         (w)   "LAWS" shall mean (i) all constitutions, treaties, laws,
               statutes, codes, ordinances, orders, decrees, rules, regulations,
               and municipal by-laws, whether domestic, foreign or
               international; (ii) all judgments, orders, writs, injunctions,
               decisions, rulings, decrees, and awards of any governmental
               authority or body; and (iii) all policies, practices and
               guidelines of any governmental authority or body which, although
               not actually having the force of law, are considered by such
               governmental authority or body as requiring compliance as if
               having the force of law, in each case binding on or affecting the
               Party or Person referred to in the context in which such word is
               used; and "LAW" shall mean any one of them.

         (x)   "LEASED PROPERTIES" means the lands and premises listed and
               described in Schedule 3.2(o).

         (y)   "LEASES" means the leases of the Leased Properties described in
               Schedule 3.2(o).

         (z)   "LIEN" means any mortgage, charge, pledge, hypothecation,
               security interest, assignment, lien (statutory or otherwise),
               title retention agreement or arrangement, restrictive covenant or
               other encumbrance of any nature or any other arrangement or
               condition which, in substance, secures payment or performance of
               an obligation.

         (aa)  "NET BOOK VALUE" means the excess of Corporation's total assets
               over total liabilities, as determined in accordance with GAAP.

         (bb)  "ORDINARY COURSE" means, with respect to an action taken by a
               Person, that such action is consistent with the past practices of
               the Person and is taken in the ordinary course of the normal
               day-to-day operations of the Person.

         (cc)  "PARENT" has the meaning in the initial description of the
               parties hereto.
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                                      -4-

         (dd)  "PARTIES" means Corporation, Vendors, Trustee, Purchaser and
               Parent, and any other Person who may become a party to this
               Agreement.

         (ee)  "PERMITTED LIENS" means (i) Liens for taxes, assessments or
               governmental charges or levies on property not yet due and
               delinquent, (ii) easements, encroachments and other minor
               imperfections of title which do not, individually or in the
               aggregate, materially detract from the value of or impair the use
               or marketability of any real property, and (iii) Liens listed and
               described in Schedule 1.1(cc) but only to the extent such Liens
               conform to their description in Schedule 1.1(cc).

         (ff)  "PERSON" means a natural person, partnership, limited liability
               partnership, corporation, joint stock company, trust,
               unincorporated association, joint venture or other entity or
               Governmental Entity, and pronouns have a similarly extended
               meaning.

         (gg)  "PURCHASER" has the meaning in the initial description of the
               Parties hereto.

         (hh)  "REQUIRED CONSENTS" means those Consents and Authorizations
               listed and described in Schedule 3.2(b).

         (ii)  "SHAREHOLDERS AGREEMENTS" means each of the shareholders
               agreement made as of October 14, 1994 among IOC, each of the
               Vendors and the Corporation, and the shareholders agreement made
               as of September 8, 1994 among the Vendors and Corporation.

         (jj)  "TRUSTEE" means Laurentian Bank of Canada, as Trustee of the
               Brian G. Nugent Registered Retirement Savings Plan Trust.

         (kk)  "VENDORS" means Farrell M. Boyce, James B. Mitchell and Brian M.
               Nugent, and "VENDOR" shall mean any one of them.

1.2      OTHER DEFINED TERMS

         In addition to the defined terms in Section 1.1, each of the following
capitalized terms shall have the meaning ascribed thereto in the corresponding
Sections:

              TERM                                              SECTION
              ----                                              -------
              Collective Covenants..........................      8.4(1)
              Collective Representations....................      8.4(1)
              Damages ......................................      8.1
              Indemnified Party.............................      8.5
              Indemnifying Party............................      8.5
              Individual Representations and Covenants......      8.4(1)
              ITA ..........................................      3.1(d)
              Material Contracts ...........................      3.2(p)
              Public Statement .............................      10.4
              Purchase Price ...............................      2.2
              Purchased Shares..............................      2.1
              R&D Credit or Refunds.........................      3.2(ff)(xi)
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                                      -5-

              TERM                                              SECTION
              ----                                              -------
              Tax ..........................................      3.2(ff)(i)
              Tax Returns ..................................      3.2(ff)(ii)
              Third Party Claim ............................      8.7(1)
              Trustee Shares ...............................      2.1
              Vendor's Closing Certificate .................      8.3(1)(a)

1.3      GENDER AND NUMBER.

         Any reference in this Agreement to gender includes all genders and
words importing the singular number only shall include the plural and vice
versa.

1.4      HEADINGS, ETC.

         The provision of a Table of Contents, the division of this Agreement
into Articles and Sections and the insertion of headings are for convenient
reference only and are not to affect its interpretation.

1.5      CURRENCY.

         All references in this Agreement to dollars, unless otherwise
specifically indicated, are expressed in Canadian currency.

1.6      KNOWLEDGE.

         Where any representation or warranty contained in this Agreement is
expressly qualified by reference to the knowledge of Vendors, it shall be deemed
to refer to the actual or constructive separate knowledge of each of the
Vendors, and to the extent that such persons do not possess sufficient knowledge
of the facts or matters relating to any such representation or warranty, such
persons have obtained and/or confirmed to truth of the same through inquires of
other officers or employees of Corporation who, having regard to their
positions, job descriptions and responsibilities, should reasonably be expected
to have and disclose knowledge and information relevant to the representation
and warranty in question.

1.7      ACCOUNTING TERMS.

         All accounting terms not specifically defined in this Agreement shall
be interpreted in accordance with GAAP.

1.8      INCORPORATION OF SCHEDULES.

         The schedules attached to this Agreement shall, for all purposes of
this Agreement, form an integral part of it.
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                                   ARTICLE 2
                       PURCHASED SHARES AND PURCHASE PRICE

2.1      PURCHASE AND SALE.

         Subject to the terms and conditions of this Agreement, each Vendor
agrees to sell, assign and transfer to Purchaser and Purchaser agrees to
purchase from each Vendor on the Closing Date, all (but not less than all) of
their respective common shares in the capital of Corporation, which shares,
together with the 50 common shares of Corporation owned of record by Trustee
(the "TRUSTEE SHARES"), constitute all (but not less than all) of the issued and
outstanding common shares in the capital of Corporation (collectively, the
"PURCHASED SHARES"). Purchaser is separately purchasing the Trustee Shares from
Trustee for a total purchase price of $81,286.80, which amount constitutes part
of the Purchase Price as defined in Section 2.2 below and which is the estimated
full Purchase Price for such shares.

2.2      PURCHASE PRICE.

         The purchase price ("PURCHASE PRICE") shall be an amount in cash equal
to the greater of: (a) 700% of Corporation's net income (determined pursuant to
GAAP) for the fiscal year ending June 30, 2000 plus 5% of Corporation's Backlog
at June 30, 2000 minus $120,000 (Purchaser's payment for the special preferred
shares of Corporation) or (b) 200% of the Net Book Value of Corporation at June
30, 2000 in excess of $120,000 (i.e., (Net Book Value - $120,000) x 200%).
Except as provided above, the special preferred shares of Corporation acquired
by Purchaser from Ontario Development Corporation, as the successor to IOC,
shall not be taken into account in the determination of the Purchase Price. The
Purchase Price shall be allocated among the Vendors ratably with their ownership
interests in Corporation. The initial determination of the actual amount of the
Purchase Price shall be made by Corporation's auditor. If Purchaser disagrees
with such initial determination, Purchaser shall notify Corporation of such
disagreement in writing within 20 days following Purchaser's receipt of such
determination. Within 10 days after such notice from Purchaser, Purchaser's
auditor and Corporation's auditor shall select Arthur Andersen & Co. or a
comparable auditing firm to make the final determination of the Purchase Price,
whose decision shall be binding on all of the Parties. All costs associated with
the determination of the Purchase Price shall be paid solely by Corporation and
not by any of Vendors or Trustee personally.

2.3      PAYMENT OF THE PURCHASE PRICE.

         Parent shall cause Purchaser to pay a total of $887,536.80 of the
Purchase Price to the Vendors and Trustee at Closing. To the extent the total
Purchase Price exceeds $887,536.80, Parent shall cause such excess to be paid by
Purchaser to the Vendors and Trustee not later than September 30, 2000, which
date shall be delayed a reasonable period of time (not to exceed 45 days) if
necessary for the final determination of the Purchase Price. If the Purchase
Price as finally determined is less than $850,000, the difference shall promptly
be repaid by Vendors and Trustee to Purchaser.
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                                      -7-

                                   ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF VENDORS

3.1      INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF VENDORS.

         Each Vendor individually represents and warrants as to himself as
follows to Purchaser and Parent and acknowledges and confirms that Purchaser and
Parent are relying upon such representations and warranties in connection with
the purchase by Purchaser of the Purchased Shares:

         (a)   VALIDITY OF AGREEMENTS. The execution, delivery and performance
               by him of this Agreement and any Ancillary Agreement to which he
               is a party:

               (i)   will not (or would not with the giving of notice, the lapse
                     of time or the happening of any other event or condition)
                     result in a breach or a violation of, or conflict with, or
                     allow any other Person to exercise any rights under, any of
                     the terms or provisions of any contracts or instruments to
                     which he is a party;

               (ii)  will not result in a breach of, or cause the termination or
                     revocation of, any Authorization held by him necessary to
                     the ownership or the operation of the business of
                     Corporation; and

               (iii) will not result in the violation of any Law, except where
                     such violation would not have a material adverse effect on
                     the transactions contemplated by this Agreement or any
                     Ancillary Agreement or the business, operations and assets
                     of Corporation.

         (b)   EXECUTION AND BINDING OBLIGATION. This Agreement and each
               Ancillary Agreement to which he is a party have been duly
               executed and delivered by, and constitutes a legal, valid and
               binding obligation of, enforceable against, him in accordance
               with its terms subject only to any limitation under applicable
               Laws relating to (i) bankruptcy, insolvency, and other similar
               Laws of general application affecting the enforcement of
               creditors' rights, and (ii) the discretion that a court may
               exercise in the granting of equitable remedies such as specific
               performance and injunction.

         (c)   TITLE TO PURCHASED SHARES. He is the registered and beneficial
               owner of the number of common shares of Corporation set out
               beside his name in Schedule 3.1(c), with good title thereto, free
               and clear of all Liens. Such common shares, together with the
               Trustee Shares, collectively constitute the Purchased Shares.
               Upon Closing, Purchaser will have good and valid title to such
               Purchased Shares, free and clear of all Liens.

         (d)   RESIDENCE OF VENDORS. He is not a non-resident of Canada within
               the meaning of the INCOME TAX ACT (Canada) (the "ITA").

3.2      CORPORATE REPRESENTATIONS AND WARRANTIES OF VENDORS.

         The Vendors, jointly and severally (except as provided in Section
8.4(1)), represent and warrant as follows to Purchaser and Parent and
acknowledge and confirm that Purchaser and Parent are relying
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                                      -8-

upon such representations and warranties in connection with the purchase by
Purchaser of the Purchased Shares:

         (a)   INCORPORATION AND QUALIFICATION. Corporation is a corporation
               incorporated, organized, in good standing and existing under the
               Laws of its jurisdiction of incorporation and has the corporate
               power to own and operate its property, carry on its business and
               enter into and perform its obligations under this Agreement.
               Corporation is duly qualified, licensed or registered to carry on
               business in the jurisdictions listed in Schedule 3.2(a). The
               jurisdictions listed in Schedule 3.2(a) include all jurisdictions
               in which the nature of the assets or the business of Corporation,
               makes such qualification necessary or where Corporation owns or
               leases any material assets or conducts any material business.

         (b)   VALIDITY OF AGREEMENT. Except as disclosed in Schedule 3.2(b),
               the execution, delivery and performance by Vendors and
               Corporation of this Agreement and each Ancillary Agreement:

               (i)     will not (or would not with the giving of notice, the
                       lapse of time or the happening of any other event or
                       condition) result in a breach or a violation of, or
                       conflict with, or allow any other Person to exercise any
                       rights under, any of the terms or provisions of
                       Corporation's constituting documents or by-laws or any
                       contracts or instruments to which Corporation is a party
                       or pursuant to which any of its assets or property may be
                       affected; and

               (ii)    will not result in a breach of, or cause the termination
                       or revocation of, any Authorization necessary to the
                       ownership or the operation of the business of
                       Corporation.

         (c)   EXECUTION AND BINDING OBLIGATION. This Agreement has and any
               Ancillary Agreement to which Corporation is a party have been
               duly executed and delivered by, and constitutes a legal, valid
               and binding obligation of, enforceable against, the Corporation
               in accordance with its terms subject only to any limitation under
               applicable Laws relating to (i) bankruptcy, winding-up,
               insolvency, reorganization, arrangement and other similar Laws of
               general application affecting the enforcement of creditors'
               rights, and (ii) the discretion that a court may exercise in the
               granting of equitable remedies such as specific performance and
               injunction.

         (d)   REQUIRED AUTHORIZATIONS. There is no requirement to make any
               filing with, give any notice to, or obtain any Authorization of,
               any Governmental Entity or Person as a condition to the lawful
               completion of the transactions contemplated by this Agreement,
               except for the filings, notifications and Authorizations
               described in Schedule 3.2(b) or that relate solely to the
               identity of Purchaser or the nature of the business carried on by
               Purchaser.

         (e)   AUTHORIZED AND ISSUED CAPITAL. The authorized capital of
               Corporation consists of (i) an unlimited number of common shares,
               of which 1,000 such common shares have been duly issued and are
               outstanding as fully paid and non-
<PAGE>
                                      -9-

               assessable and which constitute all of the Purchased Shares; and
               (ii) an unlimited number of special shares, of which 171 such
               special shares have been duly issued and are outstanding as fully
               paid and non-assessable. Such outstanding common shares and
               special shares constitute all of the issued and outstanding
               shares of capital stock of Corporation and all have been issued
               in compliance with all applicable Laws including, without
               limitation, applicable securities Laws.

               There are no outstanding options, securities, loans or notes
               convertible or exchangeable for any shares or other securities of
               Corporation.

         (f)   SUBSIDIARIES. Corporation has no subsidiaries and holds no shares
               or other ownership, equity or proprietary interests in any other
               Person.

         (g)   NO OTHER AGREEMENTS TO PURCHASE. Except for Purchaser's right
               under this Agreement and except as provided in the Shareholders
               Agreement, no Person has any written or oral agreement, option or
               warrant or any right or privilege (whether by Law, pre-emptive or
               contractual) capable of becoming such for (i) the purchase or
               acquisition from Vendors of any of the Purchased Shares, or (ii)
               the purchase, subscription, allotment or issuance of any of the
               unissued shares or other securities of Corporation.

         (h)   CORPORATE RECORDS. The Corporate Records are complete and
               accurate, and contain copies of all of the articles, by-laws and
               resolutions passed by the shareholders and directors of
               Corporation since the date of incorporation. Other than the
               Shareholders' Agreement, Corporation has never been subject to,
               or affected by, any unanimous shareholders agreement.

         (i)   CONDUCT OF BUSINESS IN ORDINARY COURSE. Except as disclosed in
               Schedule 3.2(i), since April 30, 2000, Corporation has carried on
               its business in the Ordinary Course and, without limiting the
               generality of the foregoing, Corporation has not:

               (i)     made or assumed any commitment, obligation or liability
                       which is outside the Ordinary Course;

               (ii)    ceased to operate its properties and to carry on its
                       business as heretofore carried on;

               (iii)   sold or otherwise in any way alienated or disposed of any
                       of its assets other than in the Ordinary Course;

               (iv)    split, combined or reclassified any of its shares, or
                       issued redeemed, retired, repurchased or otherwise
                       acquired shares in its capital or any warrants, rights,
                       bonds, debentures, notes other corporate security, or
                       reserved, declared, made or paid any dividend, or made
                       any other distributions or appropriations of profits or
                       capital;

               (v)     discharged any secured or unsecured obligation or
                       liability (whether accrued, absolute, contingent or
                       otherwise), other than obligations and liabilities
                       discharged in the Ordinary Course;
<PAGE>
                                      -10-


               (vi)    waived or cancelled any material claim, account
                       receivable, trade account, or right outside the Ordinary
                       Course or made any gift;

               (vii)   made any change in the rate or form of compensation or
                       remuneration payable or to become payable to any of its
                       shareholders, directors, officers, employees or agents
                       which is outside the Ordinary Course;

               (viii)  made any change in its accounting principles and
                       practices as utilized in the preparation of the Financial
                       Statements and the Interim Financial Statements, or
                       granted to any customer any special allowance or
                       discount, or changed its pricing, credit or payment
                       policies, other than in the Ordinary Course;

               (ix)    made any individual capital expenditure in excess of
                       $10,000.00;

               (x)     made any loan or advance, or assumed, guaranteed or
                       otherwise became liable with respect to the liabilities
                       or obligations of any Person;

               (xi)    modified its constating instruments, by-laws or capital
                       structure;

               (xii)   removed any auditor;

               (xiii)  purchased or otherwise acquired any corporate security or
                       proprietary, participatory or profit interest in any
                       Person;

               (xiv)   incurred any indebtedness other than to trade creditors
                       in the Ordinary Course; or

               (xv)    authorized, agreed or otherwise committed to any of the
                       foregoing.

         (j)   NO MATERIAL ADVERSE CHANGE. Except as may be otherwise set forth
               in the Schedules to this Agreement, since April 30, 2000 there
               has not occurred any material adverse change in the affairs,
               operations, business, assets or condition of Corporation, its
               assets or its business.

         (k)   COMPLIANCE WITH LAWS. Corporation is conducting its business in
               compliance with all applicable Laws other than acts of
               non-compliance which, in the aggregate, are not material.

         (l)   AUTHORIZATIONS. Corporation owns, holds, possesses or lawfully
               uses in the operation of its business, all Authorizations which
               are necessary for it to conduct its business, as presently or
               previously conducted or for the ownership and use of their assets
               in compliance with all applicable Laws. Each Authorization is
               valid, subsisting and in good standing, and Corporation is not in
               default or in breach of any Authorizations and, to the knowledge
               of Vendors, no proceeding is pending or threatened to revoke or
               limit any Authorizations. The change of control of Corporation
               will not result in the loss of termination of any Authorizations.

         (m)   TITLE TO THE ASSETS. Corporation owns (with good title) all of
               the properties and assets (whether real, personal or mixed and
               whether tangible or intangible) that it purports to
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                                      -11-

               own including all the properties and assets reflected as being
               owned by Corporation in the financial Books and Records.
               Corporation has legal and beneficial ownership of such assets
               free and clear of all Liens, except for Permitted Liens.

         (n)   CONDITION OF TANGIBLE ASSETS. The buildings, plants, structures,
               vehicles, equipment and other tangible personal property of
               Corporation are structurally sound, in good operating condition
               and repair having regard to their use and age and are adequate
               and suitable for the uses to which they are being put. None of
               such buildings, plants, structures, vehicles, equipment or other
               property is in need of maintenance or repairs except for normal
               maintenance and repairs that are not material in nature or cost.

         (o)   LEASES. Corporation is not a party to, or under any agreement to
               become a party to, any lease with respect to real property other
               than the Leases, copies of which have been provided to Purchaser.
               Each Lease is in good standing, creates a good and valid
               leasehold estate in the Leased Properties thereby demised and is
               in full force and effect without amendment, except as disclosed
               in Schedule 3.2(o). With respect to each Lease (i) all rents and
               additional rents have been paid, (ii) no waiver, indulgence or
               postponement of the lessee's obligations has been granted by the
               lessor and (iii) there exists no event of default under the
               Lease. Corporation has adequate rights of ingress and egress into
               each of the Leased Properties for the operation of their
               respective business) in the Ordinary Course. Schedule 3.2(o)
               contains a list of all of the Leases.

         (p)   MATERIAL CONTRACTS. Except for the Contracts described in
               Schedule 3.2(p) (collectively, the "MATERIAL CONTRACTS"), the
               Leases, the Employee Plans, the insurance policies set out in
               Schedule 3.2(cc) and the Contracts listed in Schedule 3.2(aa),
               Corporation is not a party to or bound by:


               (i)     any distributor, sales, advertising, agency or
                       manufacturer's representative Contract;

               (ii)    any continuing Contract for the purchase of materials,
                       supplies, equipment or services involving in the case of
                       any such Contract more than $25,000.00 over the life of
                       the Contract;

               (iii)   any Contract that expires or that may be renewed at the
                       option of any Person other than Corporation, as the case
                       may be, so as to expire more than one year after the date
                       of this Agreement;

               (iv)    any trust indenture, mortgage, promissory note, loan
                       agreement or other Contract for the borrowing of money,
                       any currency exchange, commodities or other hedging
                       arrangement or any leasing transaction of the type
                       required to be capitalized in accordance with GAAP;

               (v)     any Contract for capital expenditures;

               (vi)    any confidentiality, secrecy or non-disclosure Contract
                       or any Contract limiting the freedom of Corporation to
                       engage in any line of business, compete with any
<PAGE>
                                      -12-

                       other Person, operate its assets at maximum production
                       capacity or otherwise conduct its business;

               (vii)   any Contract pursuant to which Corporation is a lessor of
                       any machinery, equipment, motor vehicles, office
                       furniture, fixtures or other personal property;

               (viii)  any Contract with any Person with whom Corporation, or
                       any of or Vendors does not deal at arm's length within
                       the meaning of the ITA;

               (ix)    any agreement of guarantee, support, indemnification,
                       assumption or endorsement of, or any similar commitment
                       with respect to, the obligations, liabilities (whether
                       accrued, absolute, contingent or otherwise) or
                       indebtedness of any other Person; or

               (x)     any Contract made out of the Ordinary Course.

         (q)   NO BREACH OF MATERIAL CONTRACTS. Corporation has performed all of
               the obligations required to be performed by it and is entitled to
               all benefits under, and is not alleged to be in default of any
               Material Contract to which it is a party. Each of the Material
               Contracts is in full force and effect, unamended, and there
               exists no default or event of default or event, occurrence,
               condition or act (including the purchase of the Purchased Shares)
               which, with the giving of notice, the lapse of time or the
               happening of any other event or condition, would become a default
               or event of default under any Material Contract. True, correct
               and complete copies of all Material Contracts have been delivered
               to Purchaser.

         (r)   INTELLECTUAL PROPERTY.

               (i)     Attached as Schedule 3.2(r)(i) is a list of Intellectual
                       Property owned by or licensed to Corporation in carrying
                       on its businesses. Schedule 3.2(r)(i) also includes
                       complete and accurate particulars of all registrations or
                       applications for registration of the Intellectual
                       Property, as well as particulars of any interest in the
                       Intellectual Property enjoyed by third parties. Subject
                       only to any third party interests listed in Schedule
                       3.2(r)(i), Corporation is the beneficial and
                       unconditional owner of its Intellectual Property, free
                       and clear of all Liens, and is not a party to or bound by
                       any Contract or other obligation that limits or impairs
                       its ability to use, sell, transfer, assign or convey, or
                       that otherwise affects, its Intellectual Property, nor
                       has any Person been granted any interest in or right to
                       use all or any portion of the Intellectual Property. For
                       greater certainty, notwithstanding the provisions of any
                       contract, Vendors acknowledge that they have no rights in
                       or to any Intellectual Property developed by the
                       Corporation on its own initiative or on behalf of third
                       parties other than Vendors. Neither of Vendors has
                       knowledge of any infringement or violation of any of its
                       rights or the rights of Corporation in the Intellectual
                       Property. To the knowledge of each of the Vendors, the
                       conduct of the business of Corporation does not infringe
                       upon the patents, trade marks, licences, trade names,
                       business names, copyright or other industrial or
                       intellectual property rights, domestic or foreign, of any
                       other Person.
<PAGE>
                                      -13-


               (ii)    Employee Confidentiality Agreements. Except as set forth
                       on Schedule 3.2(r) (ii), all current and former employees
                       and consultants of Corporation whose duties or
                       responsibilities relate to Corporation's business have
                       entered into confidentiality, invention assignment and
                       proprietary information agreements with Corporation in
                       the form provided to Purchaser.

         (s)   YEAR 2000. The Corporation has taken reasonable steps to ensure
               that, and to the knowledge of the Vendors, except as set forth on
               Schedule 3.2(r) the information technology systems used, in whole
               or in part, in or required for, the carrying on of the business
               of the Corporation in the manner heretofore carried on are
               designed to be used during and after the calendar year 2000 A.D.
               and will operate during each such time period without error
               relating to date data.

         (t)   INVENTORIES. The inventories of Corporation do not include any
               material items which are slow-moving, below standard quality or
               of a quality or quantity not usable or saleable in the Ordinary
               Course. The inventory levels of Corporation have been maintained
               at levels sufficient for the continuation of the business of
               Corporation in the Ordinary Course.

         (u)   PRODUCT AND SERVICE WARRANTIES. Schedule 3.2(u) sets forth
               complete and accurate copies of the written warranties and
               guaranties by Corporation currently in effect with respect to its
               products and services. Except as set forth on Schedule 3.2(u),
               there have not been any material deviations from such warranties
               and guaranties and neither Corporation nor any of its salesmen,
               employees, distributors or agents is authorized to undertake
               obligations to any customer or to other third parties in excess
               of such warranties or guaranties. Corporation has not made any
               oral warranty or guaranty with respect to its products and
               services which materially deviates from its standard form set
               forth in Schedule 3.2(u).

         (v)   BOOKS AND RECORDS. All accounting and financial Books and Records
               have been fully, properly and accurately kept and completed in
               all material respects. The Books and Records and other data and
               information are not recorded, stored, maintained, operated or
               otherwise wholly or partly dependent upon or held by any means
               (including any electronic, mechanical or photographic process,
               whether computerized or not) which are not available to
               Corporation in the Ordinary Course.

         (w)   FINANCIAL STATEMENTS. The Financial Statements and the Interim
               Financial Statements have been prepared in accordance with GAAP
               (except that the Interim Financial Statements do not include
               footnotes and are subject to normal, recurring year-end
               adjustments) applied on a basis consistent with those of previous
               fiscal years and each fairly, accurately and completely discloses
               in all material respects (i) the assets, liabilities and
               obligations (whether accrued, contingent, absolute or otherwise),
               income, losses, retained earnings, reserves and financial
               position of Corporation, (ii) the results of operations of
               Corporation, and (ii) the changes in the financial position of
               Corporation, all as at the dates and for the periods therein
               specified.

               True, correct and complete copies of the Financial Statements and
               the Interim Financial Statements are attached as Schedule 3.2(w).
<PAGE>
                                      -14-

         (x)   NO LIABILITIES. Except as disclosed in this Agreement and
               Schedule 3.2(x) or reflected or reserved against in the balance
               sheet forming part of the Interim Financial Statements,
               Corporation has no liabilities or obligations of any nature
               (whether absolute, accrued, contingent or otherwise) except for
               current liabilities incurred in the Ordinary Course since April
               30, 2000.

         (y)   BANK ACCOUNTS AND POWERS OF ATTORNEY. Schedule 3.2(y) is a
               correct and complete list showing (i) the name of each bank in
               which Corporation has an account or safety deposit box and the
               names of all Persons authorized to draw on the account or to have
               access to the safety deposit box, and (ii) the names of all
               Persons holding powers of attorney from Corporation. Copies of
               the powers of attorney have been provided to Purchaser.

         (z)   ENVIRONMENTAL MATTERS. Except as set forth in Schedule 3.2(z):

               (i)     none of the real properties (including, without
                       limitation, the Leased Properties) currently or, to the
                       knowledge of Vendors, formerly, owned, leased or used by
                       Corporation or over which Corporation has or had charge,
                       management or control (i) has ever been used by
                       Corporation or, to the knowledge of Vendors, any other
                       Person, as a waste disposal site or as a licensed
                       landfill, or (ii) has ever had asbestos,
                       asbestos-containing materials, PCBs, radioactive
                       substances or aboveground or underground storage systems,
                       active or abandoned, located on, at or under them by
                       Corporation or, to the knowledge of Vendors, by any other
                       Person;

               (ii)    to the knowledge of Vendors, no properties adjacent to
                       any of the Leased Properties are contaminated where such
                       contamination could, if it migrated to a Subject
                       Property, have a material adverse effect on the Subject
                       Property;

               (iii)   Corporation has not transported, removed or disposed of
                       any waste to a location outside of Ontario;

               (iv)    neither Corporation nor, to the knowledge of Vendors, any
                       other Person has located any contaminants in the ground
                       or in groundwater under any of the Leased Properties; and

               (v)     Corporation has not been required by any Governmental
                       Entity to (i) alter any of the Leased Properties in a
                       material way in order to be in compliance with
                       Environmental Laws, or (ii) perform any environmental
                       closure, decommissioning, rehabilitation, restoration or
                       post-remedial investigations, on, about, or in connection
                       with any real property.

               Schedule 3.2(z) lists all reports and documents relating to the
               environmental matters affecting Corporation or any of the Leased
               Properties which are in the possession or under the control of
               Vendors. Copies of all such reports and documents have been
               provided to Purchaser. To the knowledge of Vendors, there are no
               other reports or documents relating to environmental matters
               affecting Corporation or any of the Leased
<PAGE>
                                      -15-

               Properties which have not been made available to Purchaser
               whether by reason of confidentiality restrictions or otherwise.

         (aa)  EMPLOYEES. Except as set forth in Schedule 3.2(aa):

               (i)     there is no collective agreement in force with respect to
                       the employees of Corporation, no collective agreement is
                       currently being negotiated by Corporation, no union or
                       employee bargaining agent holds bargaining rights with
                       respect to any employees of Corporation , and there are
                       no current or, to the Vendors' knowledge, threatened
                       attempts to organize or establish any trade union or
                       employee association with respect to Corporation There is
                       no unfair labour practice complaint pending or to the
                       Vendors' knowledge, threatened against Corporation and
                       there is no labour strike, slow down, work stoppage or
                       lockout in effect or to the Vendors' knowledge,
                       threatened against Corporation nor has there been any
                       such event within the past three (3) years; and

               (ii)    all amounts due and owing or accrued due but not yet
                       owing for all salary, wages, bonuses, commissions,
                       vacation with pay, pension benefits or other employee
                       benefits have been paid or if accrued are reflected in
                       the Books and Records.

               Schedule 3.2(aa) contains a correct and complete list of each
               employee and consultant of Corporation whether actively at work
               or not, their salaries, wage rates, commissions and consulting
               fees, bonus arrangements, benefits, positions, ages, status as
               full-time or part-time employees and length of service. Except as
               set forth in Schedule 3.2(u), no employee of Corporation has any
               agreement as to length of notice or severance payment required to
               terminate his or her employment, other than such as results by
               Law from the employment of an employee without an agreement as to
               notice or severance.

         (bb)  EMPLOYEE PLANS.

               (i)     Schedule 3.2(bb) lists and describes all Employee Plans.
                       Corporation has furnished to the Purchaser true, correct
                       and complete copies of all the Employee Plans as amended
                       as of the date hereof, together with all related
                       documentation including, without limitation, funding and
                       investment management agreements, summary plan
                       descriptions, the most recent actuarial reports,
                       financial statements and asset statements, all material
                       opinions and memoranda (whether externally or internally
                       prepared) and all material correspondence with all
                       regulatory authorities or other relevant persons. No
                       changes have occurred or are expected to occur which
                       would materially affect the information contained in the
                       actuarial reports, financial statements or asset
                       statements required to be provided to the Purchaser
                       pursuant to this provision.

               (ii)    All of the Employee Plans are and have been established,
                       registered, qualified, invested and administered, in all
                       respects, in accordance with their terms and all Laws,
                       including all Tax Laws where same is required for
                       preferential tax treatment. To the knowledge of Vendors,
                       no fact or circumstance exists that
<PAGE>
                                      -16-


                       could adversely affect the preferential tax treatment
                       ordinarily accorded to any such Employee Plan.

               (iii)   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 or
                       in respect of any of the Employee Plans.

               (iv)    No Employee Plan is subject to any pending investigation,
                       examination or other proceeding, action or claim
                       initiated by any regulatory authority, or by any other
                       party (other than routine claims for benefits).

               (v)     All contributions or premiums required to be paid by
                       Corporation under the terms of each Employee Plan or by
                       Laws have been made in a timely fashion in accordance
                       with Laws and the terms of the Employee Plans.
                       Corporation has no liability (other than liabilities
                       accruing after the Closing Date) with respect to any of
                       the Employee Plans. Contributions or premiums for the
                       period up to the Closing Date have been paid by
                       Corporation, as the case may be, even though not
                       otherwise required to be paid until a later date.

               (vi)    No commitments to improve or otherwise amend any Employee
                       Plan have been made except as required by applicable
                       Laws.

               (vii)   Each Employee Plan which is a funded plan is fully funded
                       as of the Closing Date on both a going concern and a
                       solvency basis pursuant to the actuarial assumptions and
                       methodology utilized in the most recent actuarial
                       valuation therefor.

               (viii)  None of the Employee Plans enjoy any special tax status
                       under any Laws, nor have any advance Tax ruling been
                       sought or received in respect of any Employee Plan.

               (ix)    No insurance policy or any other agreement affecting any
                       Employee Plan requires or permits a retroactive increase
                       in contributions, premiums or other payments due
                       thereunder. The level of insurance reserves under each
                       insured Employee Plan is reasonable and sufficient to
                       provide for all incurred but unreported claims.

               (x)     None of the Employee Plans (other than pension plans)
                       provide benefits to retired employees or to the
                       beneficiaries or dependants of retired employees.

               (xi)    No Employee Plan exists that could result in (i) the
                       payment to any person of any money, benefits or other
                       property, (ii) accelerated or increased funding
                       requirements for any Employee Plan or (iii) the
                       acceleration or provision of any other increased rights
                       or benefits to any person as a result of the transactions
                       contemplated by this Agreement.
<PAGE>
                                      -17-

         (cc)  INSURANCE. The assets of Corporation are insured against loss or
               damage by all insurable hazards or risks on a replacement cost
               basis. Schedule 3.2(cc) contains a list of insurance policies
               which are maintained by Corporation setting out, in respect of
               each policy, a description of the type of policy, the name of
               insurer, the coverage allowance, the expiration date, the annual
               premium and any pending claims. Corporation is not in default
               with respect to any of the provisions contained in the insurance
               policies, the payment of any premiums under any insurance policy
               nor has failed to give any notice or to present any claim under
               any insurance policy in a due and timely fashion. Copies of all
               insurance policies of Corporation and the most recent inspection
               reports received from insurance underwriters have been delivered
               to Purchaser.

         (dd)  LITIGATION. Except as described in Schedule 3.2(dd), there are no
               (i) actions, suits or proceedings, at law or in equity, by any
               Person (including, without limitation, Corporation), (ii)
               arbitration or alternative dispute resolution process, or (iii)
               any administrative or other proceeding by or before (or to the
               knowledge of Vendors any investigation by) any Governmental
               Entity, pending, or, to the knowledge of Vendors, threatened
               against or affecting Corporation, the business or assets of
               Corporation. Corporation is not subject to any judgment, order or
               decree entered in any lawsuit or proceeding nor has Corporation
               settled any claim prior to being prosecuted in respect of it.
               Neither of Corporation is the plaintiff or complainant in any
               action, suit or proceeding.

         (ee)  CUSTOMERS AND SUPPLIERS. Schedule 3.2(ee) is a true and correct
               list setting forth all of the suppliers of Corporation by dollar
               amount from June 30, 1998 to the date of this Agreement and all
               customers that have purchased more than $100,000 in products or
               services from Corporation in the last two years..

         (ff)  TAX MATTERS:

               (i)     DEFINITION OF TAXES - For the purposes of this Agreement,
                       the term "TAX" or, collectively, "TAXES" shall mean (A)
                       any and all federal, state, provincial, municipal, local
                       and foreign taxes, assessments and other governmental
                       charges, duties, impositions and liabilities including
                       Canada Pension Plan and Provincial Pension Plan
                       contributions and unemployment insurance contributions
                       and employment insurance contributions and workman's
                       compensation and deductions at source, including taxes
                       based upon or measured by gross receipts, income,
                       profits, sales, capital use and occupation, good and
                       services, and value added, ad valorem, transfer,
                       franchise, withholding, customs duties, payroll,
                       recapture, employment, excise and property taxes,
                       together with all interest, penalties, fines and
                       additions imposed with respect to such amounts and (B)
                       any liability for the payment of any amounts of the type
                       described in clause (A) of this Section 3.2(ff)(i) as a
                       result of any express or implied obligation to indemnify
                       any other Person or as a result of any obligations under
                       any agreements or arrangements with any other Person with
                       respect to such amounts and including any liability for
                       taxes of a predecessor entity.

               (ii)    COMPUTATION, PREPARATION AND PAYMENT - Corporation has
                       correctly computed all Taxes, prepared and duly and
                       timely filed all federal, state, provincial,
<PAGE>
                                      -18-

                       municipal, local and foreign returns, estimates,
                       information statements, elections, designations, reports
                       and any other related filings ("TAX RETURNS"), required
                       to be filed by it, has timely paid all Taxes due and
                       payable through April 30, 2000 and has made adequate
                       provision in the Financial Statements and the Interim
                       Financial Statements for the payment of all Taxes which
                       are or may become due and payable for any taxation year
                       ending on or prior to the Closing Date. Corporation has
                       made adequate and timely instalments of Taxes required to
                       be made.

               (iii)   ACCRUED TAXES - With respect to any periods for which Tax
                       Returns have not yet been required to be filed or for
                       which Taxes are not yet due and payable, Corporation has
                       only incurred liabilities for Taxes in the Ordinary
                       Course and in a manner and at a level consistent with
                       prior periods. Tax returns, reports, elections,
                       designations and any other filings required to be filed
                       for any period ending up to the Closing Date will
                       correctly be prepared and duly and timely filed by
                       Vendors.

               (iv)    STATUS OF ASSESSMENTS - All Tax returns of Corporation
                       for all periods ending prior to or on April 30, 1999 have
                       been assessed, and there are no outstanding waivers of
                       any limitation periods or agreements providing for an
                       extension of time for the filing of any Tax Return or the
                       payment of any Tax by Corporation or any outstanding
                       objections to any assessment or reassessment of Taxes.
                       Any deficiencies proposed as a result of such assessments
                       or reassessments of such Tax returns have been paid and
                       settled.

               (v)     WITHHOLDINGS -Corporation has withheld from each payment
                       made to any of its past and present shareholders,
                       directors, officers, employees and agents the amount of
                       all Taxes and other deductions required by Law to be
                       withheld and has paid such amounts when due, in the form
                       required under the appropriate legislation, or made
                       adequate provision for the payment of such amounts to the
                       proper receiving authorities. The amount of Tax withheld
                       but not remitted by Corporation will be retained in their
                       respective accounts and will be remitted by them to the
                       appropriate authorities when due.

               (vi)    COLLECTION AND REMITTANCE -Except as set forth in
                       Schedule 3.2(u), Corporation has collected from each
                       receipt from any of the past and present customers (or
                       other Persons paying amounts to Corporation) the amount
                       of all Taxes (including goods and services tax and
                       provincial sales taxes) required to be collected and has
                       paid and remitted such Taxes when due, in the form
                       required under the appropriate legislation or made
                       adequate provision for the payment of such amounts to the
                       proper receiving authorities. The amount of Tax collected
                       but not remitted by Corporation will be retained in their
                       respective accounts and remitted by them to the
                       appropriate authorities when due.

               (vii)   ASSESSMENTS - Corporation is not subject to any
                       assessments, reassessment, levies, penalties or interest
                       with respect to Taxes which will result in any liability
                       on its part in respect of any period ending on or prior
                       to the Closing Date.
<PAGE>
                                      -19-

               (viii)  JURISDICTIONS OF TAXATION - Corporation has not been and
                       is not currently required to file any returns, reports,
                       elections, designations or other filings with any
                       taxation authority located in any jurisdiction outside
                       Canada or outside the province of Ontario.

               (ix)    RELATED PARTY TRANSACTIONS - Corporation has not, or has
                       not been deemed to have for purposes of the ITA, acquired
                       or had the use of property for proceeds greater than the
                       fair market value thereof from, or disposed of property
                       for proceeds less than the fair market value thereof to,
                       or received or performed services for other than the fair
                       market value from or to, or paid or received interest or
                       any other amount other than at a fair market value rate
                       to or from, any Person, firm or corporation with whom it
                       does not deal at arm's length within the meaning of the
                       ITA.

               (x)     FORGIVENESS OF DEBT - Corporation has not at any time
                       benefited from a forgiveness of debt or entered into any
                       transaction or arrangement (including conversion of debt
                       into shares of their share capital) which could have
                       resulted in the application of Section 80 and following
                       of the ITA.

               (xi)    RESEARCH AND DEVELOPMENT TAX CREDITS AND EXPENDITURES -
                       All refund of taxes or credits claimed with respect to
                       research and development ("R&D Credit or Refunds") were
                       claimed by Corporation in accordance with the provisions
                       of the ITA and the relevant provincial legislation and
                       Corporation satisfied at all relevant times the relevant
                       criteria and conditions entitling it to such R&D Credit
                       or Refunds.

               (xii)   DEDUCTIBILITY - As of the Closing, there will not be any
                       Contract, plan or arrangement, including but not limited
                       to the provisions of this Agreement, covering any
                       employee or former employee of Corporation that,
                       individually or collectively, could give rise to the
                       payment of any amount that would not be deductible by
                       Corporation as an expense under applicable Law other than
                       reimbursements of a reasonable amount of entertainment
                       expenses and other nondeductible expenses that are
                       commonly paid by similarly situated businesses in
                       reasonable amounts.

               (xiii)  TAX BASIS - Corporation's tax basis in its assets (and
                       the undepreciated capital cost of such assets) for
                       purposes of determining its future amortization,
                       depreciation and other Federal or Provincial income Tax
                       deductions is accurately reflected on Corporation's Tax
                       Returns and records.

         (gg)  PAID-UP CAPITAL - The paid-up capital for Tax purposes of each of
               the Purchased Shares is no less than its stated capital for
               corporate purposes.

3.3      SEPARATE REPRESENTATIONS AND WARRANTIES OF NUGENT.

         Brian G. Nugent severally represents and warrants to Purchaser and
Parent, and acknowledges and confirms that Purchaser and Parent are relying upon
such representation and warranty in connection with the purchase by Purchaser of
the Purchased Shares owned by Trustee, that Trustee is
<PAGE>
                                      -20-

the registered holder of 50 common shares of Corporation, which shares are held
by Trustee in a fiduciary capacity under the Brian G. Nugent Registered
Retirement Savings Plan Trust, free and clear of all Liens. Upon closing,
Purchaser will have good and valid title to such shares, free and clear of all
Liens.

                                   ARTICLE 4
             REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT

4.1      REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT.

         Purchaser and Parent jointly and severally represent and warrant as
follows to Vendors and Trustee and acknowledge and confirm that Vendors and
Trustee are relying on such representations and warranties in connection with
the sale by Vendors and Trustee of the Purchased Shares:

         (a)   INCORPORATION AND CORPORATE POWER. Each of Purchaser and Parent
               is a corporation incorporated, in good standing and existing
               under the Laws of its jurisdiction of incorporation and has the
               corporate power and authority to enter into and perform its
               obligations under this Agreement.

         (b)   VALIDITY OF AGREEMENT. The execution, delivery and performance by
               each of Purchaser and Parent of this Agreement:

               (i)     have been duly authorized by all necessary corporate
                       action on the part of Purchaser and Parent;

               (ii)    do not (or would not with the giving of notice, the lapse
                       of time or the happening of any other event or condition)
                       result in a breach or a violation of, or conflict with,
                       any of the terms or provisions of its constating
                       documents or by-laws or any contracts or instruments to
                       which it is a party or pursuant to which any of its
                       assets or property may be affected; and

               (iii)   will not result in the violation of any Law.

         (c)   EXECUTION AND BINDING OBLIGATION. This Agreement has been duly
               executed and delivered by each of Purchaser and Parent and
               constitutes a legal, valid and binding obligation of each of
               Purchaser and Parent, enforceable against it in accordance with
               its respective terms subject only to any limitation under
               applicable Laws relating to (i) bankruptcy, winding-up,
               insolvency, reorganization, arrangement and other similar Laws of
               general application affecting the enforcement of creditors'
               rights, and (ii) the discretion that a court may exercise in the
               granting of equitable remedies such as specific performance and
               injunction.
<PAGE>
                                      -21-

                                   ARTICLE 5
                      PRE-CLOSING COVENANTS OF THE PARTIES

5.1      CONDUCT OF BUSINESS PRIOR TO CLOSING.

(1)      Each of Vendors shall cause Corporation to, during the Interim Period,
         conduct its business in the Ordinary Course and, without limiting the
         generality of the foregoing, Corporation not to:

         (a)   make or assume any commitment, obligation or liability which is
               outside the Ordinary Course;

         (b)   cease to operate its properties and to carry on its business as
               heretofore carried on;

         (c)   sell or otherwise in any way alienate or dispose of any of its
               assets, other than in the Ordinary Course;

         (d)   split, combine or reclassify any of its shares, or issue, redeem,
               retire, repurchase or otherwise acquire shares in its capital or
               any warrants, rights, bonds, debentures, notes or other corporate
               security, or reserve, declare, make or pay any dividend, or make
               any other distributions or appropriations of profits or capital;

         (e)   discharge any secured or unsecured obligation or liability
               (whether accrued, absolute, contingent or otherwise), other than
               obligations and liabilities discharged in the Ordinary Course;

         (f)   waive or cancel any material claim, account receivable, trade
               account or right outside the Ordinary Course or make any gift;

         (g)   make any change in the rate or form of compensation or
               remuneration payable to or to become payable to any of its
               shareholders, directors, officers, employees or agents which is
               outside the Ordinary Course;

         (h)   make any change in its accounting principles and practices as
               utilized in the preparation of the Financial Statements and the
               Interim Financial Statements, or grant to any customer any
               special allowance or discount, or change its pricing, credit or
               payment policies, other than in the Ordinary Course;

         (i)   make any capital expenditure in excess of $10,000;

         (j)   make any loan or advance, or assume, guarantee, endorse or
               otherwise become liable with respect to the liabilities or
               obligations of any Person;

         (k)   modify its constating instruments, by-laws or capital structure;

         (l)   remove any auditor;

         (m)   purchase or otherwise acquire any corporate security or
               proprietary, participatory or profit interest in any Person;
<PAGE>
                                      -22-

         (n)   incur any indebtedness other than to trade creditors in the
               Ordinary Course; and

         (o)   authorize, agree or otherwise commit to any of the foregoing.

5.2      ACCESS FOR DUE DILIGENCE.

(1)      Vendors and Corporation shall (i) permit Purchaser and its employees,
         counsel, accountants or other representatives, during the Interim
         Period, without undue interference to the ordinary conduct of the
         business of Corporation, to have reasonable access during normal
         business hours and upon reasonable notice to (w) the premises of
         Corporation, (x) the assets and, in particular to any information,
         including all Books and Records whether retained by Vendors,
         Corporation or otherwise, (y) all Contracts and Leases, and (z) the
         senior personnel of Corporation, and (ii) furnish to Purchaser or its
         employees, counsel, accountants or other representatives such financial
         and operating data and other information with respect to the assets and
         business of Corporation as Purchaser shall from time to time reasonably
         request.

(2)      No investigations made by or on behalf of Purchaser, whether under this
         Section 5.2 or any other provision of this Agreement, shall have the
         effect of waiving, diminishing the scope of, or otherwise affecting any
         representation or warranty made in this Agreement.

5.3      REQUEST FOR REQUIRED CONSENTS.

         Vendors and Corporation shall use their best efforts to obtain, prior
to Closing, all of the Required Consents. Such Required Consents shall be upon
such terms as are acceptable to Purchaser, acting reasonably. Purchaser will
co-operate in obtaining such Required Consents.

5.4      FILINGS AND REQUIRED CONSENTS.

         Each of Vendors, Corporation, and Purchaser, as promptly as practicable
after the execution of this Agreement, will (i) make, or cause to be made, all
such filings and submissions under all Laws applicable to it, as may be required
for it to consummate the purchase and sale of the Purchased Shares in accordance
with the terms of this Agreement, and (ii) obtain, or cause to be obtained, all
Required Consents necessary or advisable to be obtained by it in order to
consummate such transfer. Vendors, Corporation and Purchaser will coordinate and
cooperate with one another in exchanging such information and supplying such
assistance as may be reasonably requested by each in connection with the
foregoing including, without limitation, providing each other with all notices
and information supplied to or filed with any Governmental Entity (except for
notices and information which Vendors, Corporation or Purchaser, in each case
acting reasonably, considers highly confidential and sensitive which may be
filed on a confidential basis), and all notices and correspondence received from
any Governmental Entity.

5.5      NOTICE OF UNTRUE REPRESENTATION OR WARRANTY.

         Each Vendor shall promptly notify Purchaser, and Purchaser shall
promptly notify Vendors, upon any representation or warranty made by either of
them contained in this Agreement becoming untrue or incorrect during the Interim
Period. Any such notification shall set out particulars of the untrue or
incorrect representation or warranty and details of any actions being taken by
Vendor or Purchaser, as the case may be, to rectify that state of affairs.
<PAGE>
                                      -23-


5.6      EXCLUSIVE DEALING.

         During the Interim Period, Vendors and Corporation shall not, directly
or indirectly, solicit, initiate, or encourage any inquiries or proposals from,
discuss or negotiate with, provide any non-public information to, or consider
the merits of any inquiries or proposals from, any Person (other than Purchaser)
relating to any transaction involving the sale of any shares of Vendors or
Corporation or the sale of the business or assets of Corporation (other than as
permitted in this Agreement).

                                   ARTICLE 6
                              CONDITIONS OF CLOSING

6.1      CONDITIONS FOR THE BENEFIT OF PURCHASER.

         The purchase and sale of the Purchased Shares is subject to the
following conditions to be fulfilled or performed at or prior to the Closing
Date, which conditions are for the exclusive benefit of Purchaser and may be
waived, in whole or in part, by Purchaser in its sole discretion:

         (a)   TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations and
               warranties of Vendors contained in this Agreement shall be true
               and correct as of the Closing Date with the same force and effect
               as if such representations and warranties had been made on and as
               of such date and Vendors shall have executed and delivered a
               certificate of a senior officer to that effect. The receipt of
               such certificate and the Closing shall not constitute a waiver by
               Purchaser of any of the representations and warranties of Vendors
               which are contained in this Agreement. Upon the delivery of such
               certificate, the representations and warranties of Vendors in
               Article 3 shall be deemed to have been made on and as of the
               Closing Date with the same force and effect as if made on and as
               of such date.

         (b)   PERFORMANCE OF COVENANTS. Vendors and Corporation shall have
               fulfilled or complied with all covenants contained in this
               Agreement to be fulfilled or complied with by it at or prior to
               the Closing, and Vendors shall have executed and delivered a
               certificate of a senior officer to that effect. The receipt of
               such certificate and the Closing shall not constitute a waiver by
               Purchaser of any of the covenants of Vendors which are contained
               in this Agreement.

         (c)   REQUIRED CONSENTS. All Required Consents shall have been obtained
               on terms acceptable to Purchaser, acting reasonably. To the
               extent that a notification is required under the COMPETITION ACT
               (Canada), all applicable waiting periods shall have expired.

         (d)   DUE DILIGENCE. Purchaser shall have completed its investigation
               into the Corporation, the Vendors' title to the Purchased Shares,
               the Corporation's business (including without limitation the
               Books and Records, the Corporate Records and the Corporation's
               assets, operations, liabilities and financial condition) and all
               other matters it deems relevant and such investigation shall not
               have disclosed any matter which the Purchaser, acting reasonably,
               considers to be materially adverse to its decision to acquire the
               Purchased Shares;
<PAGE>
                                      -24-

         (e)   DELIVERIES. Vendors shall deliver or cause to be delivered to
               Purchaser the following in form and substance satisfactory to
               Purchaser, acting reasonably:

               (i)     share certificates representing the Purchased Shares
                       owned by them, duly endorsed in blank for transfer, or
                       accompanied by irrevocable security transfer powers of
                       attorney duly executed in blank, in either case by the
                       holders of record;

               (ii)    certified copies of (i) the charter documents and by-laws
                       of Corporation, (ii) all resolutions of the shareholders
                       and the board of directors of Corporation approving the
                       entering into and completion of the transaction
                       contemplated by this Agreement; and

               (iii)   a certificate of status, compliance, good standing or
                       like certificate with respect to, Corporation issued by
                       appropriate government officials of its jurisdiction of
                       incorporation and, of each jurisdiction in which
                       Corporation carries on its business as listed in Schedule
                       3.2(a);

               (iv)    the certificates referred to in Section 6.1(a) and
                       Section 6.1(b);

               (v)     an opinion of counsel to Vendors and Corporation in form
                       and substance acceptable to Purchaser.

               (vi)    An estoppel certificate or landlord's acknowledgement
                       from each lessor under each of the Leases, confirming the
                       matters set forth in Section 3.2(o), copies of any
                       non-disturbance agreements with secured creditors; and

               (vii)   a duly executed resignation effective as at the Closing
                       of each director and officer of Corporation specified by
                       Purchaser in writing prior to the Closing.

         (f)   NO LEGAL ACTION. No action or proceeding shall be pending or
               threatened by any Person (other than Purchaser) in any
               jurisdiction, to enjoin, restrict or prohibit any of the
               transactions contemplated by this Agreement or the right of
               Corporation to conduct its business after Closing on
               substantially the same basis as heretofore operated.

         (g)   NO MATERIAL CHANGE. During the Interim Period, there shall have
               been no material adverse change in the business, operations,
               properties, prospects or condition of Corporation.

         (h)   CONTINUANCE OF EMPLOYMENT. James B. Mitchell and substantially
               all other employees of Corporation on the date hereof shall have
               remained employed in good standing with Corporation on the
               Closing Date.

         (i)   SPECIAL PREFERRED SHARES. Purchaser shall have purchased all of
               the outstanding special preferred shares of Corporation
               originally issued to Innovation Ontario Corporation on terms and
               conditions acceptable to Purchaser;
<PAGE>
                                      -25-

         (j)   NONCOMPETITION AGREEMENTS. Each of the Vendors shall have entered
               into, executed and delivered a noncompetition agreement in form
               and substance acceptable to Purchaser.

6.2      TERMINATION BY PURCHASER.

         If any of the conditions set forth in Section 6.1 have not been
fulfilled or waived at or prior to the Closing Date or any obligation or
covenant of Vendors or Corporation to be performed at or prior to Closing has
not been observed or performed by such time, Purchaser may terminate this
Agreement by notice in writing to Vendors and the Corporation, and in such event
Purchaser and Parent shall be released from all obligations save and except for
obligations under Sections 10.3 (Brokers), 10.4 (Announcements) and 10.6
(Expenses) which shall survive. Vendors and Corporation shall only be released
from their obligations if the condition or conditions for the non-performance of
which Purchaser has terminated this Agreement are not reasonably capable of
being performed or caused to be performed by Vendors or the Corporation. If
Purchaser waives compliance with any of the conditions, obligations or covenants
contained in this Agreement, the waiver will be without prejudice to any of its
rights of termination in the event of non-fulfilment, non-observance or
non-performance of any other condition, obligation or covenant in whole or in
part. Purchaser's right of termination under this Article 6 is in addition to
any other rights it may have under this Agreement or otherwise, and the exercise
of a right of termination will not be an election of remedies. Except as
otherwise provided herein, nothing in Article 6 shall limit or affect any other
rights or causes of action Purchaser or Parent may have with respect to the
representations, warranties, covenants and indemnities in its favour contained
in this Agreement.

6.3      CONDITIONS FOR THE BENEFIT OF VENDORS AND TRUSTEE.

         The purchase and sale of the Purchased Shares is subject to the
following conditions to be fulfilled or performed at or prior to the Closing,
which conditions are for the exclusive benefit of Vendors and Trustee and may be
waived, in whole or in part, by Vendors and Trustee in their sole discretion:

         (a)   TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations and
               warranties of Purchaser and Parent contained in this Agreement
               shall be true and correct as of the Closing Date with the same
               force and effect as if such representations and warranties had
               been made on and as of such date and Purchaser and Parent shall
               have executed and delivered a certificate to that effect. The
               receipt of such certificate and the Closing shall not constitute
               a waiver of the representations and warranties of Purchaser and
               Parent which are contained in this Agreement. Upon delivery of
               such certificate, the representations and warranties of Purchaser
               and Parent in Article 4 shall be deemed to have been made on and
               as of the Closing Date with the same force and effect as if made
               on and as of such date.

         (b)   PERFORMANCE OF COVENANTS. Purchaser and Parent shall have
               fulfilled or complied with all covenants contained in this
               Agreement to be fulfilled or complied with by them at or prior to
               the Closing Date and Purchaser and Parent shall have executed and
               delivered a certificate to that effect. The receipt of such
               certificate and the Closing shall not
<PAGE>
                                      -26-

               constitute a waiver by Vendors of the covenants of Purchaser and
               Parent which are contained in this Agreement.

         (c)   DELIVERIES. Purchaser shall deliver or cause to be delivered to
               Vendors the following in form and substance satisfactory to
               Vendors acting reasonably:

               (i)     a certificate of status, compliance, good standing or
                       like certificate with respect to each of Purchaser and
                       Parent issued by appropriate government official of the
                       jurisdiction of its incorporation; and

               (ii)    the certificates referred to in Section 6.3(a) and
                       Section 6.3(b).

         (d)   MITCHELL EMPLOYMENT AGREEMENT. Purchaser and James B. Mitchell
               shall have entered into an employment agreement, effective the
               Closing Date, in form and substance acceptable to Purchaser.

         (e)   NO LEGAL ACTION. No action or proceeding shall be pending or
               threatened by any Person (other than Vendors or Corporation) in
               any jurisdiction, to enjoin, restrict or prohibit any of the
               transactions contemplated by this Agreement or the right of
               Corporation to conduct its business after Closing on
               substantially the same basis as heretofore operated.

6.4      TERMINATION BY VENDORS.

         If any of the conditions set forth in Section 6.3 have not been
fulfilled or waived at or prior to the Closing Date or any obligation or
covenant of Purchaser or Parent to be performed at or prior to the Closing Date
has not been observed or performed by such time, the Vendors may terminate this
Agreement by notice in writing to Purchaser, and in such event Vendors shall be
released from all obligations hereunder save and except for their obligations
under Sections 10.3 (Brokers), 10.4 (Announcements) and 10.6 (Expenses) which
shall survive. Purchaser and Parent shall only be released from their
obligations if the condition or conditions for the non-performance of which
Vendors have terminated this Agreement are not reasonably capable of being
performed or caused to be performed by Purchaser or Parent. If the Vendors waive
compliance with any of the conditions, obligations or covenants contained in
this Agreement, the waiver will be without prejudice to any of their rights of
termination in the event of non-fulfillment, non-observance or non-performance
of any other condition, obligation or covenant in whole or in part. The Vendors'
right of termination under this Article 6 is in addition to any other rights
they may have under this Agreement or otherwise, and the exercise of a right of
termination will not be an election of remedies. Except as otherwise provided
herein, nothing in Article 6 shall limit or affect any other rights or causes of
action the Vendors may have with respect to the representations, warranties,
covenants and indemnities in their favor contained in this Agreement.
<PAGE>
                                      -27-

                                    ARTICLE 7
                                     CLOSING

7.1      CLOSING; EFFECTIVE DATE.

         The completion of the transaction of purchase and sale contemplated by
this Agreement shall take place at 10:00 a.m. (Eastern Daylight Time) on the
Closing Date or at such place, on such other date and at such other time as may
be agreed upon in writing between Vendors, Purchaser and Parent. However, for
accounting purposes the Closing shall be deemed effective as of 12:01 a.m.
Eastern Time, on July 1, 2000.

                                   ARTICLE 8
                                 INDEMNIFICATION

8.1      VENDORS' INDEMNIFICATION IN FAVOUR OF PURCHASER.

         Subject to Sections 8.3 and 8.4, Vendors shall indemnify and save each
of Purchaser, Corporation and Parent harmless of and from any loss, liability,
claim, damage (including incidental and consequential damage) or expense
(whether or not involving a third-party claim) including legal expenses
(collectively, "DAMAGES") suffered by, imposed upon or asserted against
Purchaser or Corporation as a result of, in respect of, connected with, or
arising out of, under, or pursuant to:

         (a)   any failure of Vendors to perform or fulfil any covenant of
               Vendors under this Agreement; or

         (b)   any breach or inaccuracy of any representation or warranty given
               by Vendors contained in this Agreement.

8.2      PURCHASER AND PARENT INDEMNIFICATION IN FAVOUR OF VENDORS AND TRUSTEE.

         Subject to Section 8.3, Purchaser and Parent shall indemnify and save
Vendors and Trustee harmless of and from any Damages suffered by, imposed upon
or asserted against Vendors or Trustee as a result of, in respect of, connected
with, or arising out of, under or pursuant to:

         (a)   any failure of Purchaser or Parent to perform or fulfil any
               covenant of Purchaser or Parent under this Agreement; or

         (b)   any breach or inaccuracy of any representation or warranty given
               by Purchaser or Parent contained in this Agreement.

8.3      TIME LIMITATIONS.

(1)      The representations and warranties of Vendors and Trustee contained in
         this Agreement shall survive the Closing and, notwithstanding the
         Closing and any investigation made by or on behalf of Purchaser or
         Parent, shall continue for a period of two (2) years after the Closing,
         except that:
<PAGE>
                                      -28-


         (a)   the representations and warranties set out in Sections 3.1(b)
               (Execution and Binding Obligation), 3.1(c) (Title to Purchased
               Shares), 3.1(d) (Residence of Vendors), 3.2(a) (Incorporation and
               Qualification), 3.2(e) (Authorized and Issued Capital), 3.2(g)
               (No Other Agreement to Purchase), 3.2(z) (Environmental Matters)
               3.2(bb) (Employee Plans) and Section 3.3 (Separate
               Representations and Warranties of Nugent) shall survive the
               Closing and continue in full force and effect without limitation
               of time;

         (b)   the representations and warranties set out in Sections 3.2(ff)
               (Tax Matters) and 3.2(gg) (Paid-up Capital) (and the
               corresponding representations and warranties set out with
               Vendor's Closing Certificate) shall survive for a period of 30
               days after the expiration of the statute of limitations
               applicable to claims relating to such matters; and

         (c)   a claim for any breach of any of the representations and
               warranties of Vendors contained in this Agreement involving fraud
               or fraudulent misrepresentation shall survive and continue in
               full force and effect without limitation of time.

(2)      The representations and warranties of Purchaser and Parent contained in
         this Agreement shall survive the Closing and, notwithstanding the
         Closing and any investigation made by or on behalf of Vendors, shall
         continue for a period of two (2) years after the Closing except that:

         (a)   the representation and warranty set out in Section 3.1(c)
               (Execution and Binding Obligation) shall survive the Closing and
               continue in full force and effect without limitation of time; and

         (b)   a claim for any breach of any representations and warranties of
               Purchaser and Parent contained in this Agreement involving fraud
               or fraudulent misrepresentation shall survive and continue in
               full force and effect without limitation of time.

(3)      The obligations of indemnification set out in Sections 8.1 and 8.2
         shall survive the Closing, except for the obligation of indemnification
         arising from any incorrectness in, or breach of, any representation or
         warranty made by Vendors, Purchaser or Parent, as the case may be,
         which in each case shall be subject to the limitations regarding
         survival of representations and warranties set forth in Sections
         8.3(1), or 8.3(2) as the case may be.

8.4      LIMITATION ON DAMAGES.

(1)      The covenants of each of the Vendors in Section 2.1, the
         representations and warranties of each Vendor in Section 3.1 and the
         representations and warranties of Brian G. Nugent in Section 3.3 are
         individual representations, warranties and covenants of each such
         Vendor (collectively, the "INDIVIDUAL REPRESENTATIONS AND COVENANTS").
         This means that the particular Vendor or Trustee making the Individual
         Representations and Covenants will be solely liable for such Individual
         Representations and Covenants as they pertain to himself or itself, but
         not to the other Vendors. The representations and warranties contained
         in Section 3.2 (collectively, the "COLLECTIVE REPRESENTATIONS") and
         covenants (collectively, the "COLLECTIVE COVENANTS") in this Agreement
         are made jointly and severally by James B. Mitchell. This means that he
         will be jointly and severally liable to Purchaser and Parent for any
         Collective Representation and any Collective Covenant to the extent
         provided in this Article 8. The Collective Representations and
         Collective Covenants in this Agreement are made severally by each of
         Farrell M. Boyce and
<PAGE>
                                      -29-

         Brian G. Nugent. This means that each of Farrell M. Boyce and Brian G.
         Nugent will be only severally liable to Purchaser and Parent for any
         Collective Representation and any Collective Covenant to the extent
         provided in this Article 8. By way of example, the liability of Mr.
         Boyce will be limited to 14.0% of the Damages incurred for any
         Collective Representation or Collective Covenant, and the liability of
         Mr. Nugent will be limited to 26% of Damages incurred for any
         Collective Representation or any Collective Covenant.

(2)      Other than Damages suffered by Purchaser or Parent as a result of a
         breach or inaccuracy of the representations and warranties contained in
         Sections 3.1, 3.2(e), 3.2(g), 3.2(z), 3.2(bb) and 3.2(ff), all of which
         shall not be subject to the limitations in this Section 8.4(2), Vendors
         shall have no liability for indemnification pursuant to Section 8.1 as
         a result of a breach by Vendors of the Collective Representations,
         until the aggregate of the total of all Damages suffered by Purchaser
         or Parent as a result of a breach by Vendors of its Collective
         Representations exceeds $50,000, after which Vendors' liability for
         indemnification shall commence from the first dollar of such Damages.
         The liability of each Vendor and Trustee under this Article 8 shall not
         exceed the amount of the Purchase Price received by such Vendor or
         Trustee.

8.5      OBLIGATION TO REIMBURSE

         The amount of any Damages suffered or incurred by a party being
indemnified hereunder (the "INDEMNIFIED PARTY") shall accrue interest at a rate
per annum of 8% from the date it is determined that the Indemnified Party incurs
any such Damages until payment in full by the Party providing for
indemnification hereunder (the "INDEMNIFYING PARTY").

8.6      NOTIFICATION.

         Promptly upon obtaining knowledge thereof, the Indemnified Party shall
notify the Indemnifying Party of any cause which the Indemnified Party has
determined has given or could give riser to indemnification under this Article
8. The omission so to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any duty to indemnify and hold harmless which otherwise
might exist with respect to such cause unless (and only to that extent) the
omission to notify materially prejudices the ability of the Indemnifying Party
to exercise its right to defend provided in this Article 8.

8.7      DEFENSE OF THIRD PARTY CLAIM.

(1)      If any legal proceeding shall be instituted or any claim or demand
         shall be asserted by a third party against the Indemnified Party (each
         a "THIRD PARTY CLAIM"), then the Indemnifying Party shall have the
         right, after receipt of the Indemnified Party's notice under Section
         8.6 and upon giving notice to the Indemnified Party within 10 calendar
         days of such receipt, to defend the Third Party Claim at its own cost
         and expense with counsel of its own selection, provided that:

         (a)   the Indemnified Party shall at all times have the right to fully
               participate in the defense at its own expense;

         (b)   the Third Party Claim seeks only monetary damages and does not
               seek any injunctive or other relief against the Indemnified
               Party;
<PAGE>
                                      -30-


         (c)   the Indemnifying Party unconditionally acknowledges in writing
               its obligation to indemnify and hold the Indemnified Party
               harmless with respect to the Third Party Claim; and

         (d)   legal counsel chosen by the Indemnifying Party is satisfactory to
               the Indemnified Party, acting reasonably.

         Amounts payable by the Indemnifying Party pursuant to a Third Party
         Claim shall be paid in accordance with the terms of the settlement or,
         the judgment, as applicable, but in any event prior to the expiry of
         any delay for a judgment to become executory.

(2)      The Indemnifying Party shall not be permitted to compromise and settle
         or to cause a compromise and settlement of any Third Party Claim,
         without the prior written consent of the Indemnified Party, unless:

         (a)   the terms of the compromise and settlement require only the
               payment of money and do not require the Indemnified Party or the
               Corporation to admit any wrongdoing or take or refrain from
               taking any action; and

         (b)   the Indemnified Party receives, as part of the compromise and
               settlement, a legally binding and enforceable unconditional
               satisfaction or release, which his in form and substance
               satisfactory to the Indemnified Party, acting reasonably, from
               any and all obligations or liabilities it may have with respect
               to the Third Party Claim.

(3)      If the Indemnifying Party fails:

         (a)   within 10 calendar days from receipt of the notice of a Third
               Party Claim to give notice of its intention to defend the Third
               Party Claim in accordance with Section 8.7(1), or

         (b)   to comply at any time with Section 8.7,

         then the Indemnifying Party shall be deemed to have waived its right to
         defend the Third Party Claim and the Indemnified Party shall have the
         right (but not the obligation) to undertake or to cause Corporation to
         undertake the defense of the Third Party Claim and compromise and
         settle the Third Party Claim on behalf, for the account and at the risk
         and expense of the Indemnifying Party.

(4)      Where the defence of a Third Party Claim is being undertaken and
         controlled by the Indemnifying Party, the Indemnified Party will use
         its reasonable efforts to make available to the Indemnifying Party
         those employees whose assistance, testimony or presence is necessary to
         assist the Indemnifying Party in evaluating and defending any such
         claims. However, the Indemnifying Party shall be responsible for the
         expense associated with any employees made available by the Indemnified
         Party to the Indemnifying Party pursuant to this Section 8.7(4), which
         expense shall be equal to an amount to be mutually agreed upon per
         person per hour or per day for each day or portion thereof that the
         employees are assisting the Indemnifying Party and which expenses shall
         not exceed the actual cost to the Indemnified Party associated with the
         employees.
<PAGE>
                                      -31-

(5)      With respect to any Third Party Claim at the request of the
         Indemnifying Party, the Indemnified Party shall make available to the
         Indemnifying Party or its representatives on a timely basis all
         documents, records and other materials in the possession of the
         Indemnified Party, at the expense of the Indemnifying Party, reasonably
         required by the Indemnifying Party for its use in defending any such
         claim and shall otherwise cooperate on a timely basis with the
         Indemnifying Party in the defence of such claim.

(6)      With respect to any Third Party Claim in respect of Tax or other
         liability enforceable by Lien against the property of the Indemnified
         Party, the Indemnifying Party's right to so defend the Proceeding shall
         only apply after payment of the re-assessment.

ARTICLE 9
                             POST-CLOSING COVENANTS

9.1      POST-CLOSING COVENANTS OF PURCHASER AND PARENT.

         Parent shall, or shall cause Purchaser or Hamilton to, do the
following:

         (a)   SHAREHOLDER LOAN - within 30 days following the Closing Date,
               repay in full to James B. Mitchell the outstanding $336,000.00
               shareholder loan from Mr. Mitchell to Corporation.

         (b)   B.E. HICKSON LOAN - within 30 days following the Closing Date,
               repay to B.E. Hickson in full the $150,000.00 indebtedness of
               Corporation to Mr. Hickson.

         (c)   MITCHELL GUARANTEE - within 90 days following the Closing Date,
               arrange for the full and complete release of Mr. James B.
               Mitchell from his guarantee of Corporation's indebtedness to
               Royal Bank.

9.2      POST-CLOSING DELIVERY OF PURCHASED SHARES BY TRUSTEE.

         Within 10 days following the receipt by Trustee of the full purchase
price for the 50 Purchased Shares owned by Trustee, Brian G. Nugent shall cause
Trustee to, and Trustee shall, deliver or cause to be delivered to Purchaser all
share certificates representing such Purchased Shares, duly endorsed in blank
for transfer, or accompanied by irrevocable security transfer powers of attorney
duly executed in blank, by Trustee. Notwithstanding any provisions of this
Agreement to the contrary, upon full payment of the Purchase Price to Trustee
for such Purchased Shares, Brian G. Nugent shall have no equitable, beneficial
or other legal interest of any form whatsoever in such Purchased Shares.

9.3      CONFIDENTIALITY.

         After the Closing, Vendors will keep confidential and will not use or
disclose any information in their possession or under their control relating to
Corporation or its business, unless such information is or becomes generally
available to the public other than as a result of a disclosure by Vendors in
violation of this Agreement.
<PAGE>
                                      -32-

9.4      FURTHER ASSURANCES.

         From time to time after the Closing Date, each Party shall, at the
request of any other Party, execute and deliver such additional conveyances,
transfers and other assurances as may be reasonably required to effectively
transfer the Purchased Shares to Purchaser and carry out the intent of this
Agreement.

                                   ARTICLE 10
                                  MISCELLANEOUS

10.1     NOTICES.

         Any notice, direction or other communication given under this Agreement
shall be in writing and given by delivering it or sending it by facsimile or
other similar form of recorded communication addressed:

         (a)   To Purchaser at:

                  DISPLAY TECHNOLOGIES, INC..
                  5029 Edgewater Drive
                  Orlando, Florida  32810 USA
                  Attention:  J. William Brandner

                  Telephone:              407-521-7477

                  Facsimile:              407-521-8767


               With a copy to:

                  Stikeman, Elliott
                  1155 Rene-Levesque Blvd West
                  Suite 4000
                  Montreal, Quebec H3B 3V2
                  CANADA
                  Attention:  John W. Leopold and Michel Gelinas

                  Telephone:              (514) 397-3000

                  Facsimile:              (514) 397-3222

         (b)   To Corporation at:

                  HAMILTON DIGITAL DESIGNS LTD.
                  3342 Mainway Drive
                  Burlington, Ontario L7M 1A7
                  CANADA
                  Attention:  J.B. Mitchell, PhD., P. Eng., President

                  Telephone:              905-332-1884

                  Facsimile:              905-332-1518

<PAGE>
                                      -33-

               With a copy to:

                  Martin, Martin, Evans, Husband
                  Suite 700, 4 Houston Street South
                  Hamilton, Ontario L8N 3Z1
                  CANADA
                  Attention:   John A. Evans

                  Telephone:              905-525-4545

                  Facsimile:              905-523-4144

         (c)   To the Vendors at:

                  Farrell M Boyce
                  10675 Madrona Drive
                  North Saanich, British Columbia V8L 5L8
                  CANADA

                  Telephone:              250-656-7953


                  James B. Mitchell
                  c/o Tanya A. Leedale
                  O'Connor Macleod Hanna LLP
                  700 Kerr Street
                  Oakville, Ontario  L6K 3W5
                  CANADA

                  Telephone:                905-842-8030

                  Facsimile:                905-842-2460


                  Brian G. Nugent
                  c/o Lee Stratton
                  Keyser Mason Ball
                  Suite 701, 201 City Centre Drive
                  Mississauga, Ontario L5B 2T4
                  CANADA

                  Telephone:                905-276-9111

                  Facsimile:                905-276-2298

Any such communication shall be deemed to have been validly and effectively
given (i) if personally delivered, on the date of such delivery if such date is
a Business Day and such delivery was made prior to 4:00 p.m. Eastern Time and
otherwise on the next Business Day, or (ii) if transmitted by facsimile or
similar means of recorded communication on the Business Day following the date
of transmission. Any Party may change its address for service from time to time
by notice given in accordance with the foregoing and any subsequent notice shall
be sent to such Party at its changed address.
<PAGE>
                                      -34-

10.2     TIME OF THE ESSENCE.

         Time shall be of the essence of this Agreement.

10.3     BROKERS.

         Vendors shall indemnify and save harmless Purchaser and Corporation
from and against any and all claims, losses and costs whatsoever for any
commission or other remuneration payable or alleged to be payable to any broker,
agent or other intermediary who purports to act or have acted for Vendors or
Corporation. Purchaser shall indemnify and save harmless Vendors from and
against any and all claims, losses and costs whatsoever for any commission or
other remuneration payable or alleged to be payable to any broker, agent or
other intermediary who purports to act or have acted for Purchaser. These
indemnities shall not be subject to any of the limitations set out in Article 8
of this Agreement.

10.4     ANNOUNCEMENTS.

         The Vendors and Corporation shall not make any announcement regarding
the transaction contemplated herein without the prior written consent of
Purchaser, and shall disclose the transaction only to such of their employees
and professional advisers who have a need to know. Purchaser shall consult with
the Corporation prior to any press release or public statement or announcement
(a "PUBLIC STATEMENT") with respect to the transaction contemplated in this
Agreement unless such Public Statement is required by Law or by any stock
exchange or organized securities market, in which case the Party required to
make the Public Statement shall be free to make such Public Statement.

10.5     THIRD PARTY BENEFICIARIES.

         Vendors and Purchaser intend that this Agreement shall not benefit or
create any right or cause of action in, or on behalf of, any Person other than
the Parties to this Agreement and no Person, other than the Parties to this
Agreement shall be entitled to rely on the provisions of this Agreement in any
action, suit, proceeding, hearing or other forum.

10.6     EXPENSES.

         Purchaser and Parent shall pay for their own fees and expenses and
Vendors shall pay for their own fees and expenses, incident to the negotiation,
preparation and execution of this Agreement and the agreements contemplated
hereby, including, without limitation, legal and accounting fees and expenses.
All such fees and expenses incurred by or on behalf of Corporation shall be paid
by Corporation. All such fees and expenses incurred by or on behalf of Trustee
shall be paid by Brian G. Nugent.

10.7     SHAREHOLDERS AGREEMENTS.

         The Vendors hereby consent to the transactions contemplated herein and
waive any right of first refusal or other rights they may have with respect to
the sale of the Purchased Shares, whether such rights arise from the
Shareholders Agreements or from any other agreement.
<PAGE>
                                      -35-

10.8     AMENDMENTS.

         This Agreement may only be amended, supplemented or otherwise modified
by written agreement signed by Vendors, Corporation, Trustee, Purchaser and
Parent.

10.9     WAIVER.

(1)      No waiver of any of the provisions of this Agreement shall be deemed to
         constitute a waiver of any other provision (whether or not similar),
         nor shall such waiver be binding unless executed in writing by the
         Party to be bound by the waiver.

(2)      No failure on the part of Vendors, Trustee, Purchaser or Parent to
         exercise, and no delay in exercising any right under this Agreement
         shall operate as a waiver of such right; nor shall any single or
         partial exercise of any such right preclude any other or further
         exercise of such right or the exercise of any other right.

10.10    NON-MERGER.

         Except as otherwise expressly provided in this Agreement, the
covenants, representations and warranties shall not merge on and shall survive
the Closing and, notwithstanding such Closing and any investigation made by or
on behalf of any Party, shall continue in full force and effect. Closing shall
not prejudice any right of one Party against any other Party in respect of
anything done or omitted under this Agreement or in respect of any right to
damages or other remedies.

10.11    ENTIRE AGREEMENT.

         This Agreement together with the agreements referred to herein
constitutes the entire agreement between the Parties with respect to the
transactions contemplated in this Agreement and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
Parties. There are no representations, warranties, covenants, conditions or
other agreements, express or implied, collateral, statutory or otherwise,
between the Parties in connection with the subject matter of this Agreement
except as specifically set forth herein and therein and neither Vendors nor
Purchaser has relied or is relying on any other information, discussion or
understanding in entering into and completing the transactions contemplated in
this Agreement.

10.12    SUCCESSORS AND ASSIGNS.

         This Agreement shall become effective when executed by Vendors and
Purchaser and after that time shall be binding upon and enure to the benefit of
Vendors, Purchaser and their respective successors and permitted assigns.
Neither this Agreement nor any of the rights or obligations under this Agreement
shall be assignable or transferable by Vendors without the prior written consent
of the Purchaser. Purchaser may assign and transfer this Agreement and any of
its rights and obligations under this Agreement to an Affiliate without the
prior written consent of the Vendors, provided that Purchaser shall not by
reason of any such assignment and transfer be released from its obligations
hereunder.
<PAGE>
                                      -36-

10.13    INCONSISTENCY.

         This Agreement shall override the Schedules annexed hereto to the
extent of any inconsistency.

10.14    SEVERABILITY.

         If any provision of this Agreement shall be determined by an arbitrator
or any court of competent jurisdiction to be illegal, invalid or unenforceable,
that provision shall be severed from this Agreement and the remaining provisions
shall continue in full force and effect.

10.15    GOVERNING LAW.

         This Agreement shall be governed by and interpreted and enforced in
accordance with the Laws of the Province of Ontario and the federal Laws of
Canada applicable therein.

10.16    COUNTERPARTS.

         This Agreement may be executed in any number of counterparts (including
counterparts by facsimile) and all such counterparts taken together shall be
deemed to constitute one and the same instrument.




<PAGE>
                                      -37-


         IN WITNESS WHEREOF the parties have executed this Share Purchase
Agreement.


                          HAMILTON DIGITAL DESIGNS LTD.

                          By:
                                    --------------------------------------------
                          Name:
                                    --------------------------------------------
                          Title:
                                    --------------------------------------------


                          By:
                                    --------------------------------------------
                                    FARRELL M. BOYCE


                          By:
                                    --------------------------------------------
                                    JAMES B. MITCHELL


                          By:
                                    --------------------------------------------
                                    BRIAN G. NUGENT


                          DTEK SIGNS ULC

                          By:
                                    --------------------------------------------
                          Name:     Marshall S. Harris
                                    --------------------------------------------
                          Title:    Vice President, Secretary & General Counsel
                                    --------------------------------------------


                          DISPLAY TECHNOLOGIES, INC.

                                    --------------------------------------------
                          By:
                                    --------------------------------------------
                          Name:     Marshall S. Harris
                                    --------------------------------------------
                          Title:    Vice President, Secretary & General Counsel
                                    --------------------------------------------



<PAGE>
                                      -38-

                                SCHEDULE 1.1(CC)
                                 PERMITTED LIENS

                                 SCHEDULE 3.1(C)
                            TITLE TO PURCHASED SHARES

                                 SCHEDULE 3.2(A)
          JURISDICTIONS IN WHICH CORPORATION CARRIES ON BUSINESS, ETC.

                                 SCHEDULE 3.2(B)
                       REQUIRED CONSENTS OR AUTHORIZATIONS

                                 SCHEDULE 3.2(I)
                           ORDINARY COURSE EXCEPTIONS

                                 SCHEDULE 3.2(O)
                          LEASES AND LEASED PROPERTIES

                                 SCHEDULE 3.2(P)
                               MATERIAL CONTRACTS

                                 SCHEDULE 3.2(Q)
                     REQUIRED CONSENTS TO CHANGE OF CONTROL

                               SCHEDULE 3.2(R)(I)
                          INTELLECTUAL PROPERTY MATTERS

                               SCHEDULE 3.2(R)(II)
                       EMPLOYEE CONFIDENTIALITY AGREEMENTS

                                 SCHEDULE 3.2(R)
                              YEAR 2000 COMPLIANCE

                                 SCHEDULE 3.2(W)
                         PRODUCT AND SERVICE WARRANTIES

                                 SCHEDULE 3.2(W)
                        AUDITED FINANCIAL STATEMENTS AND
                          INTERIM FINANCIAL STATEMENTS

                                 SCHEDULE 3.2(X)
                                   LIABILITIES

                                 SCHEDULE 3.2(Y)
                      BANK ACCOUNTS AND POWERS OF ATTORNEY

                                 SCHEDULE 3.2(Z)
                              ENVIRONMENTAL MATTERS
<PAGE>
                                      -39-


                                SCHEDULE 3.2(AA)
                                EMPLOYEE MATTERS

                               SCHEDULE 3.2(BB)(I)
                                 EMPLOYEE PLANS

                                SCHEDULE 3.2(CC)
                                    INSURANCE

                                SCHEDULE 3.2(DD)
                                   LITIGATION

                                SCHEDULE 3.2(EE)
                             CUSTOMERS AND SUPPLIERS

                                SCHEDULE 3.2(FF)
                                   TAX MATTERS





<PAGE>
                                       -i-


                                TABLE OF CONTENTS

                            SHARE PURCHASE AGREEMENT


                                    ARTICLE 1
                                 INTERPRETATION


1.1    Defined Terms...........................................................1

1.2    Other Defined Terms.....................................................4

1.3    Gender and Number.......................................................5

1.4    Headings, etc...........................................................5

1.5    Currency................................................................5

1.6    Knowledge...............................................................5

1.7    Accounting Terms........................................................5

1.8    Incorporation of Schedules..............................................5

                                  ARTICLE 2
                     PURCHASED SHARES AND PURCHASE PRICE


2.1    Purchase and Sale.......................................................6

2.2    Purchase Price..........................................................6

2.3    Payment of the Purchase Price...........................................6

                                  ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF VENDORS


3.1    Individual Representations and Warranties of Vendors....................7

3.2    Corporate Representations and Warranties of Vendors.....................7

3.3    Separate Representations and Warranties of Nugent......................19

                                  ARTICLE 4
           REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT


4.1    Representations and Warranties of Purchaser and Parent.................20
<PAGE>
                                      -ii-


                                  ARTICLE 5
                    PRE-CLOSING COVENANTS OF THE PARTIES


5.1    Conduct of Business Prior to Closing...................................21

5.2    Access for Due Diligence...............................................22

5.3    Request for Required Consents..........................................22

5.4    Filings and Required Consents..........................................22

5.5    Notice of Untrue Representation or Warranty............................22

5.6    Exclusive Dealing......................................................23

                                  ARTICLE 6
                            CONDITIONS OF CLOSING


6.1    Conditions for the Benefit of Purchaser................................23

6.2    Termination by Purchaser...............................................25

6.3    Conditions for the Benefit of Vendors and Trustee......................25

6.4    Termination by Vendors.................................................26

                                  ARTICLE 7
                                   CLOSING


7.1    Closing; Effective Date................................................27

                                  ARTICLE 8
                               INDEMNIFICATION


8.1    Vendors' Indemnification in Favour of Purchaser........................27

8.2    Purchaser and Parent Indemnification in Favour of Vendors and Trustee..27

8.3    Time Limitations.......................................................27

8.4    Limitation on Damages..................................................28

8.5    Obligation to Reimburse................................................29

8.6    Notification...........................................................29

8.7    Defense of Third Party Claim...........................................29
<PAGE>
                                      -iii-


                      ARTICLE 9 POST-CLOSING COVENANTS


9.1    Post-Closing Covenants of Purchaser and Parent.........................31

9.2    Post-Closing Delivery of Purchased Shares by Trustee...................31

9.3    Confidentiality........................................................31

9.4    Further Assurances.....................................................32

                                 ARTICLE 10
                                MISCELLANEOUS


10.1   Notices................................................................32

10.2   Time of the Essence....................................................34

10.3   Brokers................................................................34

10.4   Announcements..........................................................34

10.5   Third Party Beneficiaries..............................................34

10.6   Expenses...............................................................34

10.7   Shareholders Agreements................................................34

10.8   Amendments.............................................................35

10.9   Waiver.................................................................35

10.10  Non-Merger.............................................................35

10.11  Entire Agreement.......................................................35

10.12  Successors and Assigns.................................................35

10.13  Inconsistency..........................................................36

10.14  Severability...........................................................36

10.15  Governing Law..........................................................36

10.16  Counterparts...........................................................36
<PAGE>
                                      -iv-



                                    SCHEDULES

SCHEDULE 1.1(cc)    PERMITTED LIENS
SCHEDULE 3.1(c)     TITLE TO PURCHASED SHARES
SCHEDULE 3.2(a)     JURISDICTIONS IN WHICH CORPORATION CARRIES ON BUSINESS, ETC.
SCHEDULE 3.2(b)     REQUIRED CONSENTS OR AUTHORIZATIONS
SCHEDULE 3.2(i)     ORDINARY COURSE EXCEPTIONS
SCHEDULE 3.2(o)     LEASES AND LEASED PROPERTIES
SCHEDULE 3.2(p)     MATERIAL CONTRACTS
SCHEDULE 3.2(q)     REQUIRED CONSENTS TO CHANGE OF CONTROL
SCHEDULE 3.2(r)(i)  INTELLECTUAL PROPERTY MATTERS
SCHEDULE 3.2(r)(ii) EMPLOYEE CONFIDENTIALITY AGREEMENTS
SCHEDULE 3.2(s)     YEAR 2000 COMPLIANCE
SCHEDULE 3.2(u)     PRODUCT AND SERVICE WARRANTIES
SCHEDULE 3.2(w)     AUDITED FINANCIAL STATEMENTS AND INTERIM FINANCIAL
                    STATEMENTS
SCHEDULE 3.2(x)     LIABILITIES
SCHEDULE 3.2(y)     BANK ACCOUNTS AND POWERS OF ATTORNEY
SCHEDULE 3.2(z)     ENVIRONMENTAL MATTERS
SCHEDULE 3.2(aa)    EMPLOYEE MATTERS
SCHEDULE 3.2(bb)    EMPLOYEE PLANS
SCHEDULE 3.2(cc)    INSURANCE
SCHEDULE 3.2(dd)    LITIGATION
SCHEDULE 3.2(ee)    CUSTOMERS AND SUPPLIERS
SCHEDULE 3.2(ff)(iv)TAX MATTERS