Exhibit 4.4

                                                                  EXECUTION COPY

                                                                    CONFIDENTIAL


                         RECEIVABLES PURCHASE AGREEMENT

                                     between

                           mitel networks corporation

                             as Seller and Servicer

                                     - and -

                              MITEL NETWORKS, INC.

                                    as Seller

                                     - and -

                         MITEL NETWORKS SOLUTIONS, INC.

                                    as Seller

                                     - and -

                            THE CANADA TRUST COMPANY
                           in its capacity as trustee
                               of ENDURANCE Trust

                                  as Purchaser

                                     - and -

                          EFFICIENT CAPITAL CORPORATION

                             as Securitization Agent


                            Made as of April 16, 2004

                       Davies Ward Phillips & Vineberg LLP

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>

                                                                    CONFIDENTIAL

                                TABLE OF CONTENTS

                                    ARTICLE 1
                                 INTERPRETATION

1.1      Certain Defined Terms................................................2
1.2      Extended Meanings...................................................19
1.3      Headings, Sections, Etc.............................................19
1.4      Accounting Principles...............................................19
1.5      Currency............................................................20
1.6      Payments............................................................20
1.7      Non-Business Days...................................................20
1.8      Computation of Time Periods.........................................20
1.9      Months; Days........................................................20
1.10     Exhibits............................................................20

                                    ARTICLE 2
                                    PURCHASES

2.1      Purchases...........................................................21
2.2      Quebec Receivables..................................................23
2.3      List of Obligors and Credit Limits and Daily Program Operation......24

                                    ARTICLE 3
                              PAYMENTS AND ACCOUNTS

3.1      Collection Account..................................................24
3.2      Reserve Accounts....................................................26
3.3      Disbursement Account................................................28
3.4      Dilutions...........................................................29
3.5      Repurchases for Breach of Representations and Warranties............29
3.6      Deemed Collections..................................................30

                                    ARTICLE 4
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1      Representations and Warranties of the Sellers.......................30
4.2      Representations and Warranties of the Purchaser.....................34
4.3      Affirmative Covenants of the Sellers................................36
4.4      Affirmative Covenants of the Canadian Seller........................37
4.5      Negative Covenants of the Sellers...................................38
4.6      Affirmative Covenants of the Purchaser..............................39

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>

                                                                    CONFIDENTIAL

                                      -ii-

                                    ARTICLE 5
                          ADMINISTRATION AND COLLECTION

5.1      Designation of the Servicer.........................................40
5.2      Standard of Care....................................................40
5.3      Authorization of Servicer...........................................41
5.4      Enforcement of Receivables..........................................41
5.5      Assignment for Purpose of Enforcement...............................41
5.6      Description of Services.............................................42
5.7      Additional Covenants of the Servicer................................44
5.8      Negative Covenants of the Servicer..................................46
5.9      Servicer Termination Events.........................................47
5.10     Notice of Servicer Termination Events...............................48
5.11     Effecting a Service Transfer........................................48
5.12     Appointment of Stand-By Servicer....................................48
5.13     Collection and Remittance of Taxes..................................48
5.14     Additional Seller Covenants Following a Service Transfer............49
5.15     Purchaser Rights Following a Service Transfer.......................50
5.16     Power of Attorney...................................................50
5.17     Execution of Additional Powers......................................51
5.18     Restrictions on Use.................................................51

                                    ARTICLE 6
                              CONDITIONS PRECEDENT

6.1      Conditions Precedent to Initial Purchase............................52
6.2      Conditions Precedent to All Purchases...............................53
6.3      Undertaking of Purchaser............................................54

                                    ARTICLE 7
                               Amortization EVENTS

7.1      Meaning of Amortization Event.......................................54
7.2      Action Upon an Amortization Event...................................58
7.3      Seller Designated Amortization Commencement Date....................59
7.4      Early Amortization Commencement Date Fee............................59

                                    ARTICLE 8
                  MATTERS RELATING TO THE SECURITIZATION AGENT

8.1      Delegation to the Securitization Agent..............................60
8.2      Limitation of Liability of the Securitization Agent and Issuer
           Trustee...........................................................60
8.3      Responsibilities of the Sellers.....................................60
8.4      Other Dealings......................................................61

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>

                                                                    CONFIDENTIAL

                                     -iii-

8.5      Lockbox Fees........................................................61

                                    ARTICLE 9
                                 INDEMNIFICATION

9.1      Indemnities by the Sellers..........................................61
9.2      Payment of Indemnified Amounts......................................64
9.3      Litigation..........................................................65
9.4      Notification........................................................65

                                   ARTICLE 10
                                  MISCELLANEOUS

10.1     Costs, Expenses and Taxes...........................................65
10.2     Further Assurances..................................................67
10.3     Failure to Perform..................................................67
10.4     Entire Agreement....................................................67
10.5     Amendments, Waivers, Etc............................................67
10.6     No Waiver; Remedies.................................................68
10.7     No Set-Off..........................................................68
10.8     Non-Merger..........................................................68
10.9     Time of the Essence.................................................68
10.10    Agreement of Purchase and Sale......................................69
10.11    Notices.............................................................69
10.12    Binding Effect; Assignability, Etc..................................70
10.13    Governing Law.......................................................71
10.14    Severability........................................................71
10.15    Confidentiality.....................................................71
10.16    Financial Reporting.................................................72
10.17    Consent to Jurisdiction; Waiver of Immunities.......................72
10.18    Remedies............................................................72
10.19    Counterparts........................................................73
10.20    Business Disruption.................................................73

                                    EXHIBITS

         Exhibit A         -        Form of Assignment Agreement
         Exhibit B         -        Form of Purchase Notice
         Exhibit C         -        Form of Officer's Certificate
         Exhibit D         -        List of Offices Where Records Are Kept
         Exhibit E         -        Form of Periodic Report
         Exhibit F         -        Form of Quebec Assignment

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>

                                                                    CONFIDENTIAL

                         RECEIVABLES PURCHASE AGREEMENT

            THIS  RECEIVABLES  PURCHASE  AGREEMENT  made as of the  16th  day of
April, 2004.

B E T W E E N:

                        MITEL NETWORKS CORPORATION,

                        a corporation existing under the
                        laws of Canada,

                        (hereinafter  referred to as the
                        "Canadian    Seller"    or   the
                        "Servicer"),

                                     - and -

                        MITEL    NETWORKS,    INC.,    a
                        corporation  existing  under the
                        laws of Delaware,

                        (hereinafter   referred   to  as
                        "MNI"),

                                     - and -

                        MITEL NETWORKS SOLUTIONS,  INC.,
                        a corporation existing under the
                        laws of Delaware

                        (hereinafter   referred   to  as
                        "MNSI"),

                                     - and -

                        THE CANADA TRUST COMPANY,

                        a  trust   company   amalgamated
                        under the laws of Canada, in its
                        capacity as trustee of ENDURANCE
                        TRUST, a trust established under
                        the  laws  of  the  Province  of
                        Ontario,

                        (hereinafter  referred to as the
                        "Purchaser"),

                                     - and -

                        EFFICIENT CAPITAL CORPORATION,

                        a corporation existing under the
                        laws of the Province of Ontario,

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 2 -


                                                                    CONFIDENTIAL

                        (hereinafter referred to as the
                        "Securitization Agent").

            WHEREAS the Sellers generate Receivables in the ongoing operation of
the Sellers' general business of providing business  communications hardware and
software  solutions  and the  Sellers are  desirous  of selling  certain of such
Receivables  that are Eligible  Receivables  and certain other property  related
thereto to the Purchaser  from time to time and the Canadian  Seller is desirous
of  collecting  and  otherwise  servicing  the  Purchased  Assets so sold by the
Sellers to the Purchaser as hereinafter set forth;

            AND  WHEREAS the  Purchaser  is willing to  purchase  the  Purchased
Assets,  including  Eligible  Receivables  and certain  other  property  related
thereto,  from the Sellers  from time to time on a  fully-serviced  basis on the
terms and conditions hereinafter set forth;

            AND WHEREAS the Purchaser has appointed the Securitization  Agent to
provide  certain  administrative  services in respect of the on-going  sales and
purchases of the Purchased Assets hereunder;

            NOW THEREFORE THIS AGREEMENT  WITNESSES that in consideration of the
premises and the covenants and  agreements of the parties  herein  contained and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged by each party, the parties hereby covenant and agree as
follows:

                                   ARTICLE 1
                                 INTERPRETATION

1.1 Certain Defined Terms

            In this Agreement,  including the recitals, the following terms have
the following meanings:

"Affiliate",  in respect of a specified Person,  means any other Person which is
either more than 20% owned by a common  entity  which also owns or controls  the
specified Person, or where a common entity controls the day-to-day operations or
has effective  management  control of both the  specified  Person and such other
Person.

"Aggregate  Discretionary Limit" means CAD18,000,000 or the equivalent in United
States  Dollars,  as the case may be,  representing  the  aggregate  Outstanding
Principal Balance for all Discretionary Obligors.

"Agreement" means this agreement, together with the Exhibits hereto, as the same
may be amended, modified, supplemented,  revised, restated or replaced from time
to time.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 3 -


                                                                    CONFIDENTIAL

"Amortization Commencement Date" means the earliest of:

      (a)   April 15,  2007,  which date may be  extended  from time to time for
            successive  six month  periods  upon the  written  agreement  of the
            Sellers and the Purchaser;

      (b)   the date on which the  Amortization  Commencement  Date is declared,
            designated or deemed to have occurred pursuant to Article 7; and

      (c)   the date designated by the Canadian Seller or the Purchaser provided
            the Canadian  Seller or the Purchaser,  as  applicable,  provides at
            least  60  days  prior  written  notice  of such  date to the  other
            parties.

"Amortization Event" has the meaning ascribed thereto in Section 7.1.

"Annual  Policy  Amount" means CAD3 million in respect of Purchased  Receivables
denominated  in  Canadian  Dollars  and USD17  million in  respect of  Purchased
Receivables denominated in United States Dollars.

"Assignment" means a written assignment  agreement  substantially in the form of
the agreement annexed hereto as Exhibit A.

"Base  Interest  Rate" means the Base  Interest  Rate (CDN) or the Base Interest
Rate (USD), as the context requires.

"Base  Interest Rate (CDN)"  means,  on any day, that per annum rate (based on a
year of 365 days)  expressed as a percentage,  equal to the average "BA 2 Month"
interest rates for Canadian dollar bankers acceptances  displayed and identified
as such on the "Moneyline/Telerate  Page", Screen 3197 as of 10:00 a.m., Toronto
time, on such day; if such rates do not appear thereon as contemplated, then the
"BA 2 Month  Rate" shall be  calculated  based upon the  arithmetic  mean of the
applicable rates for 60-day Canadian dollar bankers  acceptances  quoted by four
major  Canadian  Schedule I chartered  banks as of 10:00 a.m.,  Toronto time, on
such day; if less than four such quotations are available,  then the "BA 2 Month
Rate"  will  be the  arithmetic  mean of such  available  quotations;  provided,
however, that if fewer than two quotations are available,  the "BA 2 Month Rate"
will be the  arithmetic  mean of the bid rates quoted by major banks in Toronto,
selected by the Purchaser,  for Canadian dollar bankers  acceptances as of 10:00
a.m., Toronto time, on such day.

"Base  Interest Rate (USD)"  means,  on any day, that per annum rate (based on a
year of 360 days)  expressed as a  percentage,  equal to the "USD LIBOR 2 Month"
interest rate for the USD London Interbank Offered Rate displayed and identified
as such on the "Moneyline/Telerate  Page", Screen 3750 as of 11:00 a.m., London,
England time, on such day.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 4 -


                                                                    CONFIDENTIAL

"BoC Daily Noon Rate" means,  on any day,  the daily noon rate  published by the
Bank of Canada on its website for such day.

"Business  Day" means any day,  other than a Saturday,  Sunday or  statutory  or
civic holiday, on which banks in Toronto, Ontario are open for business.

"Canadian Dollars" or "CAD" means the lawful currency of Canada.

"Canadian  GAAP" means  Canadian  generally  accepted  accounting  principles as
adopted by the Canadian  Institute of Chartered  Accountants  from time to time,
consistently applied.

"Cheque Deposit  Agreement" means the agreement dated April 19, 2004 between the
Canadian Seller, the Purchaser and The Toronto-Dominion Bank.

"Collections" means,  without duplication,  all payments made by or on behalf of
Obligors in respect of  Purchased  Assets,  and all other cash  collections  and
other cash proceeds received in respect of the Purchased Assets,  including cash
proceeds of any contract of insurance  (including the Insurance  Policy) paid in
respect of any of the  Purchased  Receivables,  all other cash  proceeds  of any
Related  Security  related to Purchased  Receivables,  including  cash  proceeds
realized through the enforcement of a Contract related to Purchased  Receivables
or other Related Security related to Purchased  Receivables  against an Obligor,
and any Collections deemed to have been received by the Sellers or the Servicer,
as the case may be, pursuant hereto.

"Collection Account" has the meaning ascribed thereto in Section 3.1(a).

"Consolidated  Assets"  means,  at any date, the total assets of the Sellers and
their  consolidated  subsidiaries  as at such date in accordance  with generally
accepted accounting principles.

"Consolidated Liabilities" means, at any date, the sum of all obligations of the
Sellers and their  consolidated  subsidiaries as at such date in accordance with
generally accepted accounting principles.

"Consolidated  Shareholders'  Equity"  means,  on any date, the remainder of (a)
Consolidated  Assets on such date,  minus (b)  Consolidated  Liabilities on such
date.

"Contract" means any document originating and evidencing a Receivable, including
any written  invoice or bill,  statement of account or other written  account or
agreement  between  the  relevant  Seller and an Obligor  pursuant  to which the
Obligor is obligated to pay one or more Receivables to such Seller.

"Coupon  Reserve  Amount"  means,  on any  day  and in  respect  of  Receivables
denominated  in the same  currency,  an amount  equal to the  product of (a) the
Program Amount as at the open of business on such day, (b) the rate of interest,
expressed as an annualized rate, equal to the sum of

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 5 -


                                                                    CONFIDENTIAL

the  Base  Interest  Rate  for  such day in  respect  of such  currency  and the
Purchaser Spread, (c) DSO and (d) 2/360 in respect of Purchased Receivables that
are  denominated  in United  States  Dollars  and 2/365 in respect of  Purchased
Receivables that are denominated in Canadian Dollars.

"Credit and Collection Policies" means the Sellers' customary credit, collection
and  administration   guidelines,   policies  and  procedures  relating  to  the
evaluation of the  creditworthiness  of Obligors;  Receivables;  Contracts;  and
Related  Security  owned  or  administered  by the  Sellers  from  time to time,
including  the Purchased  Receivables  serviced by the Servicer on behalf of the
Purchaser   hereunder,   as  such  policies  and   procedures  may  be  amended,
supplemented or replaced from time to time in accordance with Section 5.8(a).

"Credit  Enhancer" means the Insurer and any Person who by any means whatsoever,
including  pursuant  to any  letter of  credit,  surety  bond,  cash  collateral
account,  spread account,  guaranteed rate agreement,  refinancing facility, tax
protection  agreement,  credit  default swap  agreement,  secondary  receivables
purchase agreement, or other similar arrangement, provides credit enhancement in
respect of the Purchased Assets; provided,  however, that the Insurer shall have
a  long-term  debt rating of at least "A" from  Standard & Poor's or  equivalent
unless otherwise approved by the Purchaser and the Rating Agency.

"Credit Enhancement  Agreement" means any agreement,  acceptable to the Canadian
Seller,  acting  reasonably,  including the Insurance  Policy,  between a Credit
Enhancer and one or more of the parties to this Agreement, as such agreement may
be amended, supplemented, revised or restated from time to time.

"Credit Losses" has the meaning ascribed thereto in the Insurance Policy.

"Default  Ratio"  means,  on any day and in  respect  of  Purchased  Receivables
denominated  in the same  currency,  the ratio  calculated  by dividing  (a) the
aggregate  Outstanding  Principal  Balance of all Purchased  Receivables in that
currency that became Defaulted  Receivables during the preceding 90 days, by (b)
the average daily  balance of all  Outstanding  Principal  Balances of Purchased
Receivables in that currency during the preceding 90 days.

"Defaulted  Receivable"  means any Receivable (a) that, in whole or in part, has
remained  unpaid for more than 60 days from the relevant due date,  (b) that has
been,  or in  accordance  with the Credit  and  Collection  Policies  should be,
written off as  uncollectable  or designated as a bad or doubtful account or (c)
in respect of which the Obligor is subject to any Insolvency Proceeding.

"Delinquent Receivable" means any Receivable, other than a Defaulted Receivable,
that in whole or in part has  remained  unpaid  for more  than 50 days  from the
relevant due date or has been, or in accordance  with the Credit and  Collection
Policies should be, classified as delinquent.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL

"Dilution"  means,  with respect to any Purchased  Receivable,  any reduction or
adjustment in the  Outstanding  Principal  Balance of such Purchased  Receivable
granted to an  Obligor by the  relevant  Seller on  account of (a)  disputes  or
set-offs (whether such claims arise out of the same or a related  transaction or
an unrelated transaction),  (b) discounts,  incorrect billings,  credits, volume
rebates,  allowances,  chargebacks,  allowances or discounts for early payments,
advertising incentives or other reductions or similar adjustments granted in the
ordinary  course of such  Seller's  business  or (c)  returned,  repossessed  or
foreclosed  goods that,  in each case,  are  unrelated  to the  inability of the
Obligor of such Purchased Receivable to pay such Purchased Receivable.

"Dilution Amount" means, in respect of any Dilution, the amount of such Dilution
multiplied  by the sum of (a) one and (b) the product of (i) the number by which
the number of days from the date on which the relevant Receivable was originated
to the date on which such Dilution was  recognized by the  Securitization  Agent
exceeds DSO and (ii) the Base  Interest  Rate  relevant  to the  currency of the
relevant  Receivable  plus Purchaser  Spread divided by 360 if the Receivable is
denominated in United States Dollars and 365 if the Receivable is denominated in
Canadian Dollars.

"Dilution  Ratio"  means,  on any day and in  respect of  Purchased  Receivables
denominated  in the  same  currency,  the  ratio of (a) the  aggregate  Dilution
Amounts of all Dilutions in that currency occurring during the preceding 90 days
to (b) all Purchased  Receivables  denominated in the same currency purchased by
the Purchaser during the preceding 90 days.

"Dilution  Reserve  Amount"  means,  on any  day  and in  respect  of  Purchased
Receivables  denominated in the same currency,  the product of (a) the aggregate
Outstanding  Principal Balance of all such Purchased Receivables on such day and
(b) the greater of (i) the product of 1.5 and the  highest  Dilution  Ratio over
the  twelve-month  period  preceding  such day and (ii) the product of 2 and the
average Dilution Ratio over the twelve-month period preceding such day.

"Disbursement Account" has the meaning ascribed thereto in Section 3.3(a).

"Discretionary Limit" means CAD100,000 in respect of Receivables  denominated in
Canadian Dollars and USD100,000 in respect of Receivables  denominated in United
States Dollars.

"Discretionary Obligor" means any Obligor who is not a Named Obligor.

"DSO" means,  on any day and in respect of  Receivables  denominated in the same
currency,   the  aggregate   Outstanding  Principal  Balance  of  all  Purchased
Receivables  as at the open of business on such day divided by the average daily
dollar  volume of Eligible  Receivables  purchased  by the  Purchaser  hereunder
during the preceding 90 days.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 7 -


                                                                    CONFIDENTIAL

"Eligible  Institution"  means a depositary  institution  in Canada which at all
times has either:  (i) a long-term  unsecured debt rating of at least Aa3 by the
Rating Agency; or (ii) a short-term rating of at least P1 by the Rating Agency.

"Eligible  Investments"  means, at any particular date,  book-based  securities,
negotiable  instruments  or securities  represented  by instruments in bearer or
registered form which evidence any of:

      (a)   direct  obligations  of, or obligations  fully  guaranteed as to the
            timely  payment of  principal  and interest  by, the  government  of
            Canada or the government of the United States of America;

      (b)   direct  obligations  of, or obligations  fully  guaranteed as to the
            timely  payment of principal  and interest by, the  government  of a
            province  of Canada or one of the  states  of the  United  States of
            America, in each case with a short-term debt rating of not less than
            R-1 (middle) by the Rating Agency;

      (c)   demand  deposits,  term deposits or certificates of deposits (having
            original  maturities  of no more  than  365  days) of banks or trust
            companies  chartered  or  licensed  under  the laws of Canada or any
            province  thereof  provided  that, at the time of the  investment or
            contractual commitment to invest therein, the short-term debt rating
            of such bank or trust company shall have the highest rating from the
            Rating Agency;

      (d)   commercial  paper  (having  original  maturities of no more than 365
            days) and any other securities  (having a remaining term to maturity
            of no more than 365 days) having,  at the time of the  investment or
            contractual  commitment to invest  therein,  the highest rating from
            the Rating Agency;

      (e)   notes  issued by or  bankers'  acceptances  (in either  case  having
            original  maturities of no more than 365 days)  accepted by any bank
            or trust company referred to in (c) above;

      (f)   any  security  having the highest  rating from the Rating  Agency or
            otherwise approved in writing by the Rating Agency;

      (g)   term deposits with an entity,  the commercial paper of which has the
            highest rating from the Rating Agency; and

      (h)   any other  class of  investments  approved  in writing by the Rating
            Agency (other than those set out in paragraphs (a) to (g) above),

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 8 -


                                                                    CONFIDENTIAL

and,  without  limiting  the  generality  of  the  foregoing,  if so  qualified,
securities of the Issuer  Trustee,  the  Securitization  Agent and the Indenture
Trustee and any affiliate thereof may be considered Eligible Investments for the
purposes of this definition.

"Eligible  Receivable"  means, at any time unless  otherwise  specified below in
this definition,  a Receivable  which meets all of the following  criteria as of
the Purchase Date applicable to such Receivable:

      (a)   the Obligor of the Receivable is a Person  resident in Canada or the
            United States and is not (i) an  Affiliate,  Parent or Subsidiary of
            the Sellers or (ii) a Governmental Authority in Canada or the United
            States (other than those specifically  approved by the Purchaser and
            the Insurer);

      (b)   if the Outstanding  Principal Balance of the Receivable,  when added
            to the  aggregate  Outstanding  Principal  Balance of all  Purchased
            Receivables  owed by the same  Obligor,  exceeds  the  Discretionary
            Limit, such Obligor is on the Named Obligor List;

      (c)   if the Obligor of the Receivable is a  Discretionary  Obligor,  such
            Obligor is on the list of  Discretionary  Obligors  provided  to the
            Purchaser  pursuant  to Section  2.3(a) and such  Obligor  meets the
            requirements of a Discretionary Obligor under the Insurance Policy;

      (d)   unless  otherwise  approved  by the  Purchaser,  the  Obligor of the
            Receivable   is  not  an  Obligor  with  respect  to  any  Defaulted
            Receivables;

      (e)   the Receivable is not a Delinquent Receivable;

      (f)   the Receivable is not a Defaulted Receivable;

      (g)   the Receivable is required to be paid in full in accordance with the
            Credit and Collection Policies;

      (h)   the Receivable is payable in Canada or the United States only and is
            denominated and payable either in Canadian  Dollars or United States
            Dollars;

      (i)   the  Receivable  was originated no more than seven days prior to the
            relevant  Purchase  Date  and the due date of the  Receivable  is at
            least 20 days from such Purchase Date;

      (j)   the Receivable  arises under a valid Contract issued by the relevant
            Seller in the  ordinary  course  of such  Seller's  business  and in
            accordance  with all applicable  policies of such Seller,  including
            the Credit and Collection Policies, which

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 9 -


                                                                    CONFIDENTIAL

            Contract,together  with such  Receivable,  has been duly authorized,
            executed and  delivered by the parties  thereto and is in full force
            and effect and constitutes the legal,  valid and binding  obligation
            of  the  Obligor  thereof   enforceable   against  such  Obligor  in
            accordance  with  its  terms,  subject  to  applicable   bankruptcy,
            insolvency, reorganization, winding-up, moratorium and other similar
            laws  affecting the rights of creditors  generally and the fact that
            specific performance and injunction are equitable remedies available
            only in the discretion of the court;

      (k)   the  Receivable  constitutes  an  "account",  "claim" or "book debt"
            within the meaning of the PPSA;

      (l)   the Receivable is not subject to any offset, counterclaim,  asserted
            dispute or defence whatsoever and is free and clear of any Lien;

      (m)   if the Contract  under which such  Receivable is payable is governed
            by Canadian law,  neither the  Receivable  nor such Contract nor the
            Related  Security  is  subject  to any  restriction  on the  sale or
            assignment  thereof  hereunder  and if such  Contract is governed by
            United States law, the Receivable is not subject to any  restriction
            on the sale or assignment thereof hereunder;

      (n)   the relevant Seller has good and marketable  title to the Receivable
            and the Related  Security  related  thereto  (including any proceeds
            thereof) free of any Lien;

      (o)   the Receivable and the related  Contract do not contravene any laws,
            rules  or  regulations  applicable  thereto,  and,  to the  relevant
            Seller's  knowledge,  no party to such  Contract is, with respect to
            such Receivable, in violation of any such law, rule or regulation;

      (p)   the  Receivable:  (i) satisfies all applicable  requirements  of the
            Credit and  Collection  Policies;  and (ii)  complies with all other
            criteria and requirements  specified by the Securitization  Agent to
            the Sellers;

      (q)   the  Obligor  in respect of such  Receivable  is not  subject to any
            Insolvency  Proceeding  and,  to the best of the  relevant  Seller's
            knowledge,  there  are no  such  proceedings  pending  against  such
            Obligor;

      (r)   the Outstanding  Principal Balance of the Receivable,  when added to
            the  aggregate   Outstanding  Principal  Balance  of  all  Purchased
            Receivables  denominated  in the  same  currency  owed  by the  same
            Obligor,  would not  exceed  the  applicable  credit  limit for such
            Obligor established pursuant to Section 2.3(a);

      (s)   if the Obligor of the  Receivable is a  Discretionary  Obligor,  the
            Outstanding  Principal Balance of the Receivable,  when added to the
            Outstanding Principal

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 10 -


                                                                    CONFIDENTIAL

            Balance  of  all  Purchased  Receivables  denominated  in  the  same
            currency owed by all  Discretionary  Obligors,  would not exceed the
            Aggregate Discretionary Limit;

      (t)   the Outstanding  Principal Balance of the Receivable,  when added to
            the  aggregate   Outstanding  Principal  Balance  of  all  Purchased
            Receivables owed by all Obligors denominated in the same currency as
            the Receivable,  would not cause the aggregate Outstanding Principal
            Balance of all  Purchased  Receivables  (including  the  Receivable)
            denominated  in the  same  currency  as the  Receivable  owed by all
            Obligors  to exceed  the  Purchase  Limit  applicable  to  Purchased
            Receivables denominated in the same currency as the Receivable;

      (u)   as to which  the  relevant  Seller  has  satisfied  in all  material
            respects  all of its  obligations  with  respect to such  Receivable
            required to be satisfied by such Seller thereunder;

      (v)   as to which the relevant  Seller has not taken or failed to take any
            action  that  would  impair  the  rights  of the  Purchaser  in such
            Receivable;

      (w)   in respect of which all filings or  recordings  with  respect to the
            relevant Seller's  interest in the Related Security  necessary under
            applicable  law  to  preserve,  perfect  or  protect  such  Seller's
            interest therein have been made; and

      (x)   the Receivable is not payable from any jurisdiction in Canada or the
            United  States  in which  (i) all  registrations  and  other  action
            required by Section  4.3(f) have not been  completed  or taken,  and
            (ii) where required by the Rating Agency,  upon prior written notice
            to the Canadian Seller, a local counsel opinion relating to the laws
            of such jurisdiction  either has been provided previously or will be
            provided in connection with the related Purchase.

"Final   Collection  Date"  means  the  first  day  following  the  Amortization
Commencement  Date on or by which every Purchased  Receivable has been collected
in full (whether  through the receipt of Collections  or the  enforcement of the
Related  Security),  fully written off as  uncollectable  in accordance with the
Credit and Collection  Policies then in effect, or assigned by the Purchaser for
value (paid in cash) to any Person, including the Credit Enhancer.

"Governmental   Authority"   means   any   government,   regulatory   authority,
governmental  department,  agency,  commission,  board, tribunal,  bureau, crown
corporation, arbitration panel, or court or other law, rule or regulation-making
entity having jurisdiction on behalf of any nation,  country,  province or state
or  other  subdivision  thereof  or any  municipality,  district,  city or other
subdivision thereof.

"Indebtedness" means (without duplication),  with respect to any Person, (i) all
obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds,

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 11 -


                                                                    CONFIDENTIAL

debentures, notes or other similar instruments; (ii) all obligations, contingent
or  otherwise,  relative to the face  amount of all  letters of credit,  whether
drawn or  undrawn,  and  bankers'  acceptances  issued  for the  account of such
Person;  (iii) all  obligations of such Person as lessee under leases which have
been or should be, in accordance with Canadian GAAP, recorded as capital leases,
including  liabilities in respect of capital  leases  incurred by such Person in
connection with sale/leaseback transactions; (iv) net liabilities of such Person
under all hedging  obligations or net liabilities of such Person under currency,
swap, forward or other foreign exchange hedging  agreements;  (v) whether or not
so included as liabilities in accordance  with Canadian GAAP, all obligations of
such Person to pay the  deferred  purchase  price of property or  services,  and
indebtedness  (excluding  prepaid  interest  thereon),  secured by a lien on the
property owned or being purchased by such Person (including indebtedness arising
under  conditional  sales or other title retention  agreements),  whether or not
such  indebtedness  shall  have been  assumed  by such  Person or is  limited in
recourse; (vi) all agreements, undertakings or arrangements by which such Person
guarantees,  endorses  or  otherwise  becomes  or is  contingently  liable  for,
directly  or  indirectly,  the  indebtedness  for  borrowed  monies of any other
Person; and (vii) all indebtedness of any Person that is acquired by such Person
directly or  indirectly;  and for all purposes  hereof,  the  Indebtedness  of a
Person shall include the  Indebtedness  of any  partnership  or joint venture in
which such Person is a general partner or a joint venturer.

"Indemnified Amounts" has the meaning ascribed thereto in Section 9.1.

"Indemnified Parties" has the meaning ascribed thereto in Section 9.1.

"Indenture Trustee" means BNY Trust Company of Canada.

"Initial  Purchase" means the first Purchase made under the terms and conditions
of this Agreement pursuant to the first Purchase Notice.

"Initial Purchase Date" means the date of the Initial Purchase.

"Insolvency  Proceeding" means the commencement or filing of a petition,  notice
or  application  by or against a Person of any  proceedings  to  adjudicate it a
bankrupt  or  insolvent  or  seeking  liquidation,  winding-up,  reorganization,
arrangement,  adjustment,  protection,  relief or composition of it or its debts
under any law of any  jurisdiction,  whether  in  effect  at the date  hereof or
thereafter, relating to the dissolution,  liquidation or winding-up, bankruptcy,
insolvency,  reorganization  of  insolvent  debtors,  arrangement  of  insolvent
debtors,  readjustment of debt or moratorium of debts, or to obtain an order for
relief  by the  appointment  of a  receiver,  receiver  manager,  administrator,
inspector,  liquidator  or trustee or other  similar  official for it or for any
substantial part of its property.

"Insurance  Policy",  at any  time,  means  any  insurance  policy  or  policies
maintained  by the Purchaser in respect of the  Purchased  Receivables,  as such
policy or policies may be amended

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 12 -


                                                                    CONFIDENTIAL

from  time to  time,  and  any  replacement  insurance  policy  approved  by the
Purchaser  and the  Rating  Agency  and shall  initially  mean the trade  credit
insurance  policy  maintained by the Purchaser with Euler Hermes American Credit
Indemnity Company.

"Insurance  Premium  Limit" means a premium of CAD0.30 per CAD100 or USD0.30 per
USD100, as applicable.

"Insurer" means the insurer under the Insurance  Policy from time to time, which
shall initially be Euler Hermes American Credit Indemnity Company.

"Issuer Trustee" means The Canada Trust Company.

"Law" means any law, code,  treaty,  rule or regulation or  determination  of an
arbitrator  or  Governmental  Authority,  whether  federal,  provincial,  state,
territorial  or local and,  when used with respect to any Person,  shall include
the  certificate of  incorporation  and by-laws or other charter,  constating or
governing documents of such Person.

"Lawsuit" has the meaning ascribed thereto in Section 9.1.

"Lien"  means  any  lien,  security  interest,  charge,  encumbrance,  mortgage,
hypothec, lease, title retention agreement, hypothecation,  deposit arrangement,
claim,  pledge,  deed of trust,  priority,  assignment (whether or not by way of
security),  ownership  interest,  participation  interest,  right of  set-off or
preferential  arrangement  or other  security  agreement or other right or claim
(including statutory liens, deemed trusts or other encumbrances),  including any
filing or registration made in respect thereof of any kind or nature whatsoever,
of any Person, other than Permitted Encumbrances.

"Lockbox" has the meaning ascribed thereto in Section 3.1(c).

"Loss Reserve Amount" means, on any day, the sum of:

      (a)   the  product  of two  and the  highest  total  rolling  twelve-month
            Non-Qualifying   Losses  since  March  1,  2002  of  all   Purchased
            Receivables denominated in the same currency;

      (b)   the amount of the Policy  Deductible  if the  Policy  Deductible  is
            denominated in the relevant currency; and

      (c)   the  product  of: (i) 0.10 and (ii) the lesser of (A) the  aggregate
            Outstanding   Principal   Balance  of  all   Purchased   Receivables
            denominated in the same currency minus the Policy  Deductible if the
            Policy  Deductible is denominated  in the relevant  currency and (B)
            the Annual Policy Amount in respect of such currency

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 13 -


                                                                    CONFIDENTIAL

            minus such Policy Deductible if the Policy Deductible is denominated
            in the relevant currency.

"Material  Adverse  Effect"  means any effect (a) with respect to the Sellers or
the  Purchaser,  upon the business,  property,  operations or financial or other
condition  of the Sellers or the  Purchaser,  or (b) solely with  respect to the
Sellers,  on the Purchased Assets,  whether as a result of any act or failure to
act by any Seller or otherwise,  that,  in the case of either (a) or (b),  could
reasonably be expected to materially  and adversely  affect (i) the interests of
the  Purchaser  in the  Purchased  Assets  and under  this  Agreement,  (ii) the
collectibility  of  the  Purchased  Assets,  (iii)  the  enforceability  of  the
Purchased Assets, or (iv) the Sellers' or the Purchaser's  ability to perform in
all material  respects each of their respective  obligations  hereunder or under
any Related Document, as the case may be.

"Named Obligor" means any Obligor who is listed on a Named Obligor List.

"Named Obligor List" has the meaning ascribed thereto in Section 2.3(a).

"Non-Qualifying  Loss" means, in respect of any Purchased  Receivable,  a Credit
Loss of up to  CAD5,000  in  respect of  Purchased  Receivables  denominated  in
Canadian  Dollars  and  up to  USD4,000  in  respect  of  Purchased  Receivables
denominated in United States Dollars.

"Non-Quebec  Eligible  Receivables" means Eligible Receivables other than Quebec
Eligible Receivables.

"Non-Quebec Purchased Receivables" means, at any time, any Receivable other than
Quebec  Receivables  owned by the Purchaser at such time which the Purchaser has
purchased from the Sellers pursuant hereto.

"Noteholders" means the holders of the Notes.

"Notes" means notes or other debt  obligations  of the  Purchaser  issued by the
Purchaser from time to time for the purposes of funding Purchases hereunder.

"Obligor" means, in respect of a Receivable, any corporation or other Person who
owes payment of, or is otherwise  obligated to make  payments in respect of, the
Receivable  or  Receivables  owing  from time to time under or  pursuant  to the
related Contract or the Related  Security and includes any guarantor,  surety or
similar Person with respect to such Receivable,  but excludes the Insurer in its
capacity as an insurer of such Receivable or any portion thereof.

"Outstanding Principal Balance" means, at any time in respect of a Receivable or
a Purchased Receivable, the amount of the payment obligation represented thereby
that is  outstanding  and owing by the Obligor  thereunder,  including an amount
representing the amount of all Taxes payable thereunder.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 14 -


                                                                    CONFIDENTIAL

"Parent",  in respect of a specified Person, means any other Person that owns at
least 50% of the  voting  securities  of the  specified  Person or of which such
Person  controls day to day operations of the specified  Person or of which such
Person has effective management control of the specified Person.

"Payment" has the meaning given to it in Section 2.1(c).

"Payment Price" has the meaning given to it in Section 2.1(c).

"Periodic Report" means a report substantially in the form of Exhibit E, whether
in electronic format or otherwise.

"Permitted Encumbrances" means (a) statutory liens or deemed trusts securing the
payment of Taxes,  assessments,  governmental  charges and other amounts payable
pursuant  to  statutes  which  are  either  (i) not  delinquent,  or (ii)  being
contested in good faith by  appropriate  proceedings  and for which the relevant
Seller has set aside  adequate  reserves in respect  thereof in accordance  with
Canadian GAAP or US GAAP from time to time approved by the relevant Seller;  and
(b) any encumbrances  created through, by, or in favour of, the Purchaser or the
Credit Enhancer.

"Person" means an individual,  partnership,  limited  partnership,  corporation,
trust, joint venture,  unincorporated association,  board or body established by
statute,  government (or any agency or political  subdivision  thereof) or other
entity of similar nature.

"Policy  Deductible"  means the "Policy  Deductible" as defined in the Insurance
Policy.

"PPSA" means the personal  property  security  legislation,  assignment  of book
debts legislation,  or uniform  commercial code or other similar  legislation in
Canada  or  the  United  States  in  which  the  filing  or  registration  of an
assignment,  financing  statement  or other  document is  required to  preserve,
protect and perfect the Purchaser's  right,  title and interest in, to and under
any of the Purchased Assets.

"Proceeds"  includes "proceeds" as defined in the Personal Property Security Act
(Ontario).

"Program  Amount"  means,  at any  time and in  respect  of each  currency,  the
aggregate of all Outstanding  Principal  Balances for all Purchased  Receivables
denominated in such currency purchased by the Purchaser  hereunder prior to such
time, less the aggregate amount of Collections  theretofore paid to and received
by the Purchaser.

"Program  Fee"  means,  on any date and in respect of each  currency,  an amount
equal to the  quotient  of (a) the  product  of (i)  0.80%,  (ii) the  aggregate
Outstanding Principal Balance of all Purchased  Receivables  denominated in such
currency  as at the open of  business  on such date and (iii) the number of days
since  the last date on which  Program  Fees were  deposited  to the  applicable
Disbursement  Account in accordance with Section 2.1(d)(iv),  divided by (b) 360
in

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 15 -


                                                                    CONFIDENTIAL

respect of the  Purchased  Receivables  that are  denominated  in United  States
Dollars and 365 in respect of the Purchased  Receivables that are denominated in
Canadian Dollars.

"Program  Year"  means each year  ending on the annual  anniversary  of the date
hereof.

"Purchase" means a purchase of or, with respect to Quebec Receivables Payment in
respect of, Purchased Assets made pursuant to Section 2.1.

"Purchase  Amount"  means,  on any day and in respect of an Eligible  Receivable
subject to a Purchase,  the number  determined in accordance  with the following
formula:

                                       FV
                             ----------------------
                                   (1 + r/n)d

                  Where:

                        FV =  the then  Outstanding  Principal  Balance of the
                              Eligible Receivable;

                        r  =  the rate of interest, expressed as an annualized
                              rate,  equal to the sum of (a) the  Base  Interest
                              Rate in respect of the  currency  of the  Eligible
                              Receivable and (b) the Purchaser Spread;

                        n  =  360 if the Eligible Receivable is denominated in
                              United  States  Dollars  or 365  if  the  Eligible
                              Receivable is denominated in Canadian Dollars; and

                        d  =  DSO,

and, when used in the context of more than one Eligible  Receivable,  shall mean
the aggregate Purchase Amount of such Eligible Receivables.

"Purchase  Date" means the date specified in the  Securitization  Agent Purchase
Confirmation on which: (i) Non-Quebec  Eligible  Receivables are to be purchased
by the Purchaser from the Canadian  Seller  hereunder;  or (ii) Payment is to be
made by the Purchaser in respect of certain Quebec  Eligible  Receivables to the
Canadian Seller hereunder.

"Purchase Limit" has the meaning ascribed thereto in Section 2.1(e).

"Purchase Notice" has the meaning ascribed thereto in Section 2.1(a).

"Purchase Price" has the meaning ascribed thereto in Section 2.1(b).

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 16 -


                                                                    CONFIDENTIAL

"Purchased  Assets"  means,  collectively,  all  Purchased  Receivables  and the
Related Security and Collections with respect thereto, and all Proceeds of, from
or with respect to any or all of the foregoing.

"Purchased  Receivable" means, at any time, any Non-Quebec  Purchased Receivable
owned by the Purchaser at such time which the  Purchaser has purchased  from the
relevant Seller pursuant  hereto,  or a Quebec Eligible  Receivable owned by the
Purchaser at such time in respect of which the  Purchaser  has made a Payment to
the Canadian Seller pursuant hereto.

"Purchaser  Spread"  means  0.30% or such other  percentage  as may be agreed in
writing by the parties from time to time.

"Quebec Amortization Commencement Date" has the meaning ascribed to such term in
the Quebec Assignment.

"Quebec  Eligible  Receivables"  means  Quebec  Receivables  which are  Eligible
Receivables.

"Quebec Purchased  Receivables" means, at any time, a Quebec Eligible Receivable
with  respect to which  Payment has been made by the  Purchaser  to the Canadian
Seller in  accordance  with  Section 2.1 and which is owned by the  Purchaser at
such time.

"Quebec  Receivable" means any Receivable where one of the following  conditions
is satisfied:

      (a)   the Obligor of such Receivable is located in the Province of Quebec;
            or

      (b)   such Receivable is payable at a location in the Province of Quebec,

provided,  however,  that Quebec  Receivables  shall not include any  Receivable
owing by: (i) an  Affiliate,  Parent or  Subsidiary  of the  Sellers;  or (ii) a
Governmental Authority.

"Rating Agency" means Moody's  Investors  Service,  Inc. or any other nationally
recognized  credit rating agency  designated as the "Rating Agency" for purposes
of this Agreement by the Purchaser and the Credit Enhancer,  notice of which has
been delivered to the Seller.

"Receivable"  means all amounts  payable by a Person to the  relevant  Seller in
respect of the sale of goods and services to such Person from time to time under
any document  originating  and  evidencing  the  obligation to pay such amounts,
including all scheduled periodic payments, extra charges,  interest and fees and
other amounts payable to the relevant Seller thereunder including all Taxes.

"Records"  means  all  Contracts,   books,   records  and  other  documents  and
information  (including  computer and electronic records,  computer  programmes,
tapes, diskettes,  data processing software and related property and rights and,
to the extent obtainable by way of existing software

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                     - 17 -


                                                                    CONFIDENTIAL

controlled by the Seller,  hard copies of such information)  maintained by or on
behalf of the Sellers  evidencing  or  otherwise  relating  to any  Receivables,
Related  Security or any other  Purchased  Assets sold or intended to be sold by
the Sellers to the Purchaser,  or relating to the related  Obligors,  and, after
the purchase of any such Receivables, Related Security or other Purchased Assets
by the  Purchaser,  shall  include all such  records,  information  and material
maintained or required to be  maintained  by the Servicer in respect  thereof by
the Credit and Collection Policies or otherwise.

"Related  Document" means any Periodic Report,  any Purchase Notice,  any Credit
Enhancement  Agreement  and  any  other  written  communication  that  has  been
delivered  by the  Sellers  to the  Purchaser  or the  Securitization  Agent  in
connection herewith.

"Related Security" means, with respect to a Receivable:

      (a)   all of the related Seller's right,  title and interest in and to the
            goods or services  (including  returned  goods,  if any),  the sale,
            provision or distribution of which gave rise to such Receivable;

      (b)   all security interests, hypothecs or liens, and all property subject
            thereto,  from time to time securing or purporting to secure payment
            of the  Receivable,  whether  pursuant  to the  related  Contract or
            otherwise;

      (c)   all of the related  Seller's  right,  title and  interest in, to and
            under  all  guarantees,  indemnities,  letter of  credit,  insurance
            policies  (including  any  insurance  policy  or other  contract  of
            insurance  issued by the Insurer or any other Person),  all payments
            and proceeds made or received under any such  guarantee,  indemnity,
            letter of credit or insurance  policy,  and all other  agreements or
            arrangements of whatsoever character from time to time supporting or
            securing payment of the Receivable,  whether pursuant to the related
            Contract or otherwise;

      (d)   all Records  relating to the  Receivable or to any of the foregoing;
            and

      (e)   all  proceeds  of or  relating to the  foregoing,  including  to the
            Receivable.

"Required  Balance"  means,  on any day and in  respect  of each  currency,  the
greater of: (i) the sum of the Loss Reserve Amount, the Dilution Reserve Amount,
the Coupon Reserve Amount and the Servicing Fee Reserve Amount;  and (ii) 40% of
the highest amount calculated in accordance with clause (i) hereof on any day in
the 12 months prior thereto.

"Reserve Account" has the meaning ascribed thereto in Section 3.2(a).

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 18 -


                                                                    CONFIDENTIAL

"Securitization  Agent" means Efficient Capital Corporation,  in its capacity as
Securitization  Agent  of the  Purchaser,  its  successors  and any  replacement
Securitization Agent that may be appointed by the Purchaser from time to time.

"Securitization Agent Purchase Confirmation" has the meaning ascribed thereto in
Section 2.1(a).

"Sellers" means the Canadian Seller,  MNI and MNSI and "Seller" means any one of
the Sellers.

"Seller's Account" means with respect to the Canadian Seller account *Subject to
Request for Confidential Treatment;  Separately Filed with the Commission*; with
respect  to  MNI  account  *Subject  to  Request  for  Confidential   Treatment;
Separately Filed with the Commission*; and with respect to MNSI account *Subject
to Request for Confidential  Treatment;  Separately Filed with the Commission*or
such other accounts  designated by notice from a Seller to the Purchaser as such
Seller's Account for the purposes hereof.

"Sellers' Amounts" has the meaning ascribed thereto in Section 3.1(e).

"Sellers'  Auditors"  means  Deloitte  &  Touche  LLP or such  other  nationally
recognized firm of chartered accountants acting as the Sellers' auditors.

"Service Transfer" has the meaning specified in Section 5.11.

"Servicer"  means the Canadian Seller until a Service  Transfer and, at any time
thereafter, shall mean the Stand-By Servicer.

"Servicer Termination Event" has the meaning ascribed thereto in Section 5.9.

"Servicing  Fee  Reserve  Amount"  means,  on any  day  and in  respect  of each
currency,  an  amount  equal to the  product  of (a) the  aggregate  Outstanding
Principal Balance of all Purchased  Receivables  denominated in such currency as
at the open of business on such day,  (b) 2% and (c) the  quotient of the DSO on
such day for the related currency divided by 365.

"Stand-By Servicer" means Canadian Bonded Credits Limited or such other servicer
as may be designated by the Purchaser in accordance  with Section 5.12 from time
to time, and its successors and permitted assigns.

"Subsidiary",  in respect of a specified Person,  means any other Person that is
either  more than 20% owned by the  specified  Person or of which the  specified
Person  controls  day-to-day  operations  or of which the  specified  Person has
effective management control of the Person.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 19 -


                                                                    CONFIDENTIAL

"Tax" and  "Taxes"  means any  withholding,  stamp,  income,  business,  general
corporation,  large corporations,  property, capital, excise, customs, goods and
services,  sales,  consumption,  value  added,  harmonized  or other tax,  duty,
impost,  fee, levy,  assessment or other  governmental  charge,  and any related
penalties or interest.

"US GAAP" means  United  States  Generally  Accepted  Accounting  Principles  as
adopted  by  the  Financial  Accounting  Standards  Board  from  time  to  time,
consistently applied.

"United  States"  means the United  States of  America,  any State of the United
States,  the  District of  Columbia,  Puerto Rico and the United  States  Virgin
Islands.

"United States Dollars" or "USD" means the lawful currency of the United States.

1.2 Extended Meanings

            Words  importing  the  singular  shall  include  the plural and vice
versa,  words  importing  gender shall include all genders,  and words importing
natural  persons  shall include all Persons.  Every use of the word  "including"
herein shall be construed as meaning "including, without limitation".

1.3 Headings, Sections, Etc.

            The division of this Agreement into Articles, Sections and Exhibits,
the  insertion  of headings  and the  provision  of a table of contents  are for
convenience  of  reference  only  and  shall  not  affect  the  construction  or
interpretation  of  this  Agreement.  The  terms  "this  Agreement",   "hereof",
"herein", "hereunder" and similar expressions refer to this Agreement (including
the Exhibits  hereto) and not to any  particular  Article,  Section,  Exhibit or
other portion of this  Agreement  and shall  include any agreement  supplemental
hereto.  Unless  something  in the  subject  matter or context  is  inconsistent
therewith, or except where otherwise specifically provided, references herein to
Articles, Sections or Exhibits are references to the specific Articles, Sections
and Exhibits of or to this Agreement.

1.4 Accounting Principles

            Where the  character  or amount of any asset or liability or item of
revenue or expense is required to be determined for accounting purposes,  or any
consolidation  or other  accounting  computation  is required to be made for the
purposes of this  Agreement,  such  determination  or calculation  shall, to the
extent  applicable  and except as  otherwise  specified  herein or as  otherwise
agreed in writing by the parties,  be made in accordance with generally accepted
accounting  principles applied on a consistent basis. Wherever in this Agreement
reference is made to generally accepted  accounting  principles,  such reference
shall be deemed to be Canadian  GAAP,  except  that in the case of the  Canadian
Seller,  on a  consolidated  basis,  such  reference  may be to US  GAAP  in the
circumstance where the Canadian Seller, on a consolidated

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 20 -


                                                                    CONFIDENTIAL

basis,  has elected to use US GAAP and not Canadian  GAAP,  applicable as at the
date on which such calculation is made or required to be made in accordance with
generally accepted accounting principles.

1.5 Currency

            All amounts stated herein are in Canadian Dollars,  unless otherwise
expressly stated.

1.6 Payments

            Unless otherwise  indicated,  all amounts required hereby to be paid
to any party or  deposited  to any account are to be paid or  deposited,  as the
case may be, in  immediately  available  funds at the place  specified  for such
payment or deposit.

1.7 Non-Business Days

            Unless  provided to the contrary  herein,  if any payment to be made
hereunder  shall be due, any period of time would begin or end, any  calculation
is to be made or any other  action is to be taken on, or as of, or from a period
ending on, a day other than a Business  Day,  such payment  shall be made,  such
period of time shall begin or end, such calculation shall be made and such other
actions  shall be  taken,  as the case may be,  on or as of the next  succeeding
Business Day.

1.8 Computation of Time Periods

            Unless otherwise  indicated,  in the computation of a period of time
from a specified date to a later specified date, the word "from" means "from and
including" and each of the words "to" and "until" means "to but excluding".

1.9 Months; Days

            When reference is made herein to a month or a day, unless  otherwise
stated it shall be construed to mean a calendar  month or a calendar day, as the
case may be.

1.10 Exhibits

            The following are the Exhibits attached to this Agreement, which are
incorporated herein by reference and are deemed to be part of this Agreement:

         Exhibit A         -        Form of Assignment Agreement
         Exhibit B         -        Form of Purchase Notice
         Exhibit C         -        Form of Officer's Certificate

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 21 -


                                                                    CONFIDENTIAL

         Exhibit D         -        List of Offices Where Records Are Kept
         Exhibit E         -        Form of Periodic Report
         Exhibit F         -        Form of Quebec Assignment

                                    ARTICLE 2
                                    PURCHASES

2.1 Purchases

      (a) Subject to the terms and conditions hereof, from time to time prior to
the Amortization  Commencement  Date, the Canadian Seller may, for and on behalf
of the Sellers,  by delivering a notice  substantially  in the form of Exhibit B
(the "Purchase Notice") to the  Securitization  Agent on behalf of the Purchaser
at or before 8:00 a.m. on the Business Day prior to the proposed  Purchase  Date
specified in such Purchase Notice,  require the Purchaser to: (i) in the case of
Non-Quebec  Eligible  Receivables,   purchase  from  the  Sellers  and/or  their
respective  Subsidiaries the Non-Quebec  Eligible  Receivables,  and the Related
Security and Collections  relating  thereto,  specified in such Purchase Notice;
and (ii) in the case of Quebec  Eligible  Receivables,  require the Purchaser to
pay the  Canadian  Seller  and/or its  Subsidiaries  an amount in respect of all
Quebec  Receivables  which have become  Quebec  Eligible  Receivables  since the
immediately preceding Purchase Date or, in respect of the first Purchase Notice,
shall be an  amount in  respect  of all  Quebec  Receivables  which  are  Quebec
Eligible  Receivables on the Initial  Purchase Date.  Each Purchase Notice shall
state  the  amount  of the  Outstanding  Principal  Balance  of each  Non-Quebec
Eligible  Receivable to be purchased by the  Purchaser on the proposed  Purchase
Date and each  Quebec  Eligible  Receivable  in respect of which  payment by the
Purchaser shall be made on the proposed  Purchase Date. On or prior to the first
Business  Day  following  the date  that the  Securitization  Agent  receives  a
Purchase  Notice,  the  Securitization  Agent shall, on behalf of the Purchaser,
deliver a notice  (the  "Securitization  Agent  Purchase  Confirmation")  to the
Canadian  Seller,  for and on behalf of the Sellers,  confirming the purchase or
upcoming  Payment,  respectively,  by the  Purchaser  and  specifying  that  the
Purchase  Date  of  the  related  Receivables,  and  the  Related  Security  and
Collections  relating thereto,  specified in the  Securitization  Agent Purchase
Confirmation   shall  be  the  date  of  such   Securitization   Agent  Purchase
Confirmation. Each such Securitization Agent Purchase Confirmation shall confirm
the Outstanding  Principal  Balance of each Receivable to be purchased by, or in
respect  of  which  Payment  is to be made by,  the  Purchaser  on the  relevant
Purchase Date, the aggregate Purchase Amount and the amounts to be deducted from
such aggregate  Purchase Amount pursuant to Sections 2.1(b) and (c). It shall be
a condition  precedent to any Purchase  pursuant to a Purchase Notice that there
is sufficient cash on deposit in the applicable  Collection  Account  (excluding
any Sellers' Amounts and after the payment in full of the amounts referred to in
Section 3.1(f)) which,  together with other amounts  available to the Purchaser,
is sufficient to pay the Purchase  Price or Payment Price,  as  applicable,  for
such Purchase.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 22 -


                                                                    CONFIDENTIAL

      (b)  Provided  that no  Purchase  Limit  would  be  exceeded  and that the
conditions  precedent set out in Sections 6.1 and 6.2 have been satisfied,  upon
receipt by the  Securitization  Agent on behalf of the Purchaser of the Purchase
Notice  there shall exist a binding  agreement  between  the  Purchaser  and the
Sellers for the purchase and sale on a  fully-serviced  basis of the  Non-Quebec
Eligible Receivables, and the Related Security and Collections relating thereto,
specified in such Purchase  Notice,  at a purchase price (the "Purchase  Price")
comprised of (i) an immediate  cash payment to the Canadian  Seller in an amount
equal to the aggregate  Purchase Amount of the Non-Quebec  Eligible  Receivables
specified  in the  Purchase  Notice (to be paid in the  appropriate  currency or
currencies,  as applicable) minus the amounts referred to in Sections  2.1(d)(i)
to (vi) plus (ii) a deferred  amount to be paid to the Canadian Seller from time
to time in accordance with Sections 3.2(b) and 9.2.

      (c)  Provided  that no  Purchase  Limit  would  be  exceeded  and that the
conditions  precedent set out in Sections 6.1 and 6.2 have been satisfied,  upon
receipt by the  Securitization  Agent on behalf of the  Purchaser  of a Purchase
Notice the  Purchaser  shall pay (the  "Payment") a payment  price (the "Payment
Price")  comprised of (i) an immediate  cash payment to the Sellers in an amount
equal to the  aggregate  Purchase  Amount  of the  Quebec  Eligible  Receivables
specified  in the  Purchase  Notice (to be paid in the  appropriate  currency or
currencies,  as applicable) minus the amounts referred to in Sections  2.1(d)(i)
to (vi) plus (ii) a deferred  amount to be paid to the Sellers from time to time
in accordance with Sections 3.2(b) and 9.2.

      (d) On each  Purchase  Date under this Section  2.1,  subject to the terms
hereof, the Purchaser shall pay to the applicable Sellers the Purchase Amount in
respect of the  Purchase by  depositing  to the  Sellers'  Accounts  the related
Purchase  Amount,   less  the  following  amounts  which  the  Sellers,   hereby
irrevocably  direct the  Purchaser to deduct from the amounts to be deposited to
the Sellers'  Accounts and to deposit or pay such deducted amounts in accordance
with the following, and in the following order:

            (i)   deposit to the applicable Disbursement Account an amount equal
                  to any fees or premium  then due under any Credit  Enhancement
                  Agreement due to the relevant Credit Enhancer;

            (ii)  deposit to the applicable  Reserve  Account an amount equal to
                  the amount  necessary  to maintain on deposit in such  Reserve
                  Account the Required Balance;

            (iii) deposit to the  applicable  Collection  Account the  aggregate
                  Dilution  Amounts for all Dilutions  recognized  prior to such
                  Purchase  Date in respect of which  Dilution  Amounts have not
                  yet been deposited to such Collection Account;

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 23 -


                                                                    CONFIDENTIAL

            (iv)  deposit to the applicable Disbursement Account an amount equal
                  to the Program Fee in respect of such Purchase Date,  together
                  with the Program Fees in respect of prior Purchases which have
                  not  yet  been  deposited  to  such  Disbursement  Account  as
                  required pursuant to this Section 2.1(d)(iv);

            (v)   pay to the Securitization Agent any of the fees referred to in
                  Section 8.5 which  remain  unpaid for a period in excess of 30
                  days from the due date thereof; and

            (vi)  deposit to the applicable Disbursement Account an amount equal
                  to any  expenses due to third  parties  that are  specifically
                  attributable  to Purchases made hereunder  including  expenses
                  relating to renewals,  filings and other  registrations and of
                  the Rating Agency, provided, however, that the Canadian Seller
                  has,  for and on behalf  of the  Sellers,  provided  its prior
                  written  approval (which may be withheld in its discretion) of
                  other  third  party   expenses  where  such  expenses  in  the
                  aggregate exceed CAD35,000.

Upon such payments and deposits being made, all of the Sellers' right, title and
interest in, to and under the  Non-Quebec  Purchased  Receivables  listed in the
Securitization Agent Purchase Confirmation in respect of such Purchase,  and all
of the Related Security and Collections  with respect thereto,  and all Proceeds
of,  from or with  respect to any or all of the  foregoing,  shall,  without any
further action on the part of the Sellers or the Purchaser, be sold, transferred
and assigned to, and vested in, the Purchaser and the Sellers shall be deemed to
represent and warrant to the Purchaser that each of the (i) Non-Quebec Purchased
Receivables sold by the Sellers to the Purchaser pursuant to such Purchase is an
Eligible Receivable on the Purchase Date and (ii) Quebec Purchased  Receivables,
in respect  of which  Payment  has been made by the  Purchaser  to the  Canadian
Seller, is an Eligible Receivable on the Purchase Date.

      (e) No Purchase of a  Receivable  may be made  hereunder  if, after giving
effect  thereto,  the  Program  Amount in respect of all  Purchased  Receivables
denominated in Canadian  Dollars would exceed CAD6 million or the Program Amount
in respect of Purchased  Receivables  denominated in United States Dollars would
exceed USD34 million, or such greater amounts as may be approved in writing from
time to time by each of the  Securitization  Agent, the Purchaser and the Credit
Enhancer (the "Purchase Limit").

2.2 Quebec Receivables

            The  Canadian  Seller  shall,  on the date of the Initial  Purchase,
execute  the  Quebec  Assignment.   Forthwith  after  the  Quebec   Amortization
Commencement  Date,  the  Purchaser  shall  amend,  or cause to be amended,  any
registrations  in  respect of the  Quebec  Assignment  so that it will no longer
apply to Quebec Receivables arising after the Quebec Amortization

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 24 -


                                                                    CONFIDENTIAL

Commencement  Date.  For  greater  certainty,  to the  extent  that there is any
inconsistency  between  this  Agreement  and the Quebec  Assignment,  the Quebec
Assignment shall govern.

2.3 List of Obligors and Credit Limits and Daily Program Operation

      (a) On the date hereof,  the Canadian Seller shall provide,  and from time
to time the Canadian Seller may provide,  for and on behalf of the Sellers,  the
Securitization  Agent  with a list of  Obligors  in  respect of which the credit
limit for each such Obligor is to exceed the  Discretionary  Limit setting forth
the name,  address and  proposed  credit  limit for each such Named  Obligor for
approval  by the  Securitization  Agent  (any  such  list,  as  approved  by the
Securitization  Agent and as  amended  from  time to time by the  Securitization
Agent,  shall be a "Named  Obligor List" for the purposes  hereof) and a list of
Discretionary  Obligors setting forth the name and address of each Discretionary
Obligor.  The  credit  limit  for  each  Discretionary   Obligor  shall  be  the
Discretionary Limit unless the list of Discretionary  Obligors specifies a lower
credit limit in respect of such Discretionary  Obligor in which case such credit
limit shall apply to such Discretionary Obligor.

      (b) Following the Initial  Purchase Date and prior to the  termination  of
the Canadian Seller as Servicer hereunder, from time to time on a periodic basis
agreed to by the Canadian Seller and the Purchaser (which shall be not less than
monthly),  the Canadian  Seller shall  provide the  Securitization  Agent with a
Periodic Report.

                                   ARTICLE 3
                              PAYMENTS AND ACCOUNTS

3.1 Collection Account

      (a) The  Securitization  Agent shall establish and maintain in the name of
the Purchaser,  a Canadian  Dollar account and a United States Dollar account at
an Eligible  Institution in Toronto to be designated as the collection  accounts
(each a "Collection  Account")  which  accounts shall be separate and segregated
from the  Securitization  Agent's own assets.  If at any time the institution at
which  the  Collection   Accounts  are  maintained  ceases  to  be  an  Eligible
Institution,   the  Securitization  Agent  shall,  within  10  days  thereafter,
establish substitute accounts at an Eligible Institution in Toronto and transfer
any funds in the Collection Accounts to such substitute  accounts,  and from the
date any such substitute account is established and funds are transferred,  such
substitute account shall be a Collection Account hereunder.

      (b) The Collection  Accounts shall be administered  by the  Securitization
Agent pursuant to the terms hereof.

      (c)  On the  date  of the  initial  Purchase  of  Receivables  owing  by a
particular  Obligor,  and until the Final  Collection  Date,  the Servicer shall
direct such Obligor to make payments in

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                                                    CONFIDENTIAL

respect of all  Receivables  owing by such Obligor to the relevant Seller or the
Purchaser,  including Purchased Receivables, by delivery of cheques directly to,
in the case of the Canadian  Seller,  for "Dispatch"  related  invoices,  "Mitel
Networks Corporation, *Subject to Request for Confidential Treatment; Separately
Filed with the  Commission*"  and for "SAP"  related  invoices  "Mitel  Networks
Corporation,  *Subject to Request for Confidential  Treatment;  Separately Filed
with the  Commission*",  in the case of MNI, "Mitel Networks,  Inc.  *Subject to
Request for Confidential Treatment;  Separately Filed with the Commission*" and,
in the case of MNSI,  "Mitel Networks  Solutions,  Inc.  *Subject to Request for
Confidential  Treatment;  Separately  Filed with the Commission*" (or such other
P.O. box or account  addresses as may be designated in writing from time to time
by the Securitization Agent)  (collectively,  the "Lockbox") or by way of direct
deposit into the applicable  Collection Account. The Sellers hereby covenant and
agree that, to the best of their  ability,  they will cause all Obligors to make
payments in respect of Receivables in accordance with the preceding sentence and
in the event that the Sellers  receive any such payments,  they shall  forthwith
upon receipt,  and in any event by no later than 4:00 p.m. (Toronto time) on the
next  following  Business Day after the date of receipt  thereof by the relevant
Seller,  deliver to the  Purchaser  all such  payments  by way of deposit to the
Lockbox.  Any Collections received by the Sellers shall be held in trust for the
benefit of the Purchaser.

      (d) Except as otherwise  required by Law or Contract,  any payment made by
an Obligor in respect of Receivables shall be applied to the Receivable to which
such  payment  is  specifically  attributable.   If  any  such  payment  is  not
specifically attributable to any particular Receivable:

            (i)   if the Canadian Seller is the Servicer hereunder, such payment
                  shall be applied in accordance  with the Credit and Collection
                  Policies  provided that if the Credit and Collection  Policies
                  do not specify any such  application,  such  payment  shall be
                  applied to the oldest outstanding  Receivable  (denominated in
                  the same  currency as such payment) owed by such Obligor until
                  the same has been paid in full; and

            (ii)  if the  Canadian  Seller is not the Servicer  hereunder,  such
                  payment shall be applied (a) in accordance  with the Obligor's
                  remittance advice, (b) provided that such remittance advice is
                  silent or does not apply, then in accordance with an agreement
                  reasonably  made between the  relevant  Seller and the Obligor
                  regarding payment,  or (c) provided that there is no agreement
                  between the Seller and the Obligor regarding payment,  then to
                  the oldest  outstanding  Receivable  (denominated  in the same
                  currency as such  payment) owed by such Obligor until the same
                  has been paid in full.

      (e)  Promptly,  following the receipt by the  Securitization  Agent of the
Periodic  Report  and the prompt  verification  of the  accuracy  thereof by the
Securitization Agent, all amounts

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                     - 26 -


                                                                    CONFIDENTIAL

applied in accordance with Section 3.1(d) to Receivables which are not Purchased
Receivables ("Sellers' Amounts") shall be transferred to the Sellers' Accounts.

      (f) Amounts on deposit in the Collection  Accounts (excluding any Sellers'
Amounts)  that  relate  to  Purchased   Receivables  shall  be  applied  by  the
Securitization Agent in the following order of priority from time to time:

            (i)   the  amount  of any  interest  on the  Notes  shall be paid to
                  Noteholders when due;

            (ii)  the  amount  of any  fees or  premium  due  under  any  Credit
                  Enhancement  Agreement  shall be transferred to the applicable
                  Disbursement Account when due;

            (iii) the  amount of any  principal  on the  Notes  shall be paid to
                  Noteholders when due;

            (iv)  the  amount of any fees due to the  Stand-By  Servicer  or any
                  other  replacement  Servicer  hereunder  shall  be paid to the
                  Stand-By Servicer or such other replacement Servicer when due;

            (v)   prior to the Amortization Commencement Date, the amount of any
                  Program  Fee shall be paid to the  Securitization  Agent  when
                  due; and

            (vi)  to the  extent  that an  amount  has been  transferred  from a
                  Reserve  Account to a Collection  Account  pursuant to Section
                  3.2(c)(iii) on a prior date,  such amount shall be transferred
                  back to such Reserve Account.

3.2 Reserve Accounts

      (a) The  Securitization  Agent shall establish and maintain in the name of
the  Canadian  Seller  and  MNI,  accounts  at  an  Eligible  Institution  to be
designated as the reserve  accounts (each a "Reserve  Account"),  which accounts
shall be separate and  segregated  from the  Securitization  Agent's own assets.
Each of the Canadian  Seller and MNI hereby  grants to the  Purchaser a security
interest in all of its right,  title and interest in and to the Reserve Accounts
to secure the due and timely  payment of the amounts  required to be paid out of
the Reserve Accounts to the Purchaser or otherwise payable by the Sellers to the
Purchaser  hereunder.  If at any  time the  institution  at  which  the  Reserve
Accounts are maintained ceases to be an Eligible Institution, the Securitization
Agent shall,  within 10 days  thereafter,  establish  substitute  accounts at an
Eligible  Institution  and  transfer  any funds in the Reserve  Accounts to such
substitute  accounts,   and  from  the  date  any  such  substitute  account  is
established  and funds  are  transferred,  such  substitute  account  shall be a
Reserve Account hereunder.  All funds deposited in the Reserve Accounts shall be
invested by the Securitization Agent in Eligible Investments.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL

      (b) Until the Amortization Commencement Date, other than the occurrence of
an Amortization Commencement Date set out in Sections 7.1(i), (j) or (t) or as a
result of the Canadian  Seller  designating an  Amortization  Commencement  Date
pursuant to clause (c) of the definition of "Amortization Commencement Date", on
each Purchase Date, after the completion of all Purchases on such Purchase Date,
an amount  equal to the  amount by which (i) the  amount on deposit in a Reserve
Account on such Purchase Date after the payment and  distribution of all amounts
provided  for under  Section  2.1  exceeds  (ii) the  Required  Balance  on such
Purchase Date,  shall be paid to the Canadian Seller or MNI, as the case may be,
by  transferring  such  amount  to the  applicable  Sellers'  Account.  Upon the
occurrence of an Amortization Commencement Date that results from the occurrence
of an Amortization  Event set out in Sections 7.1(i),  (j) or (t) or as a result
of the Canadian Seller designating an Amortization Commencement Date pursuant to
clause (c) of the  definition  of  "Amortization  Commencement  Date" and to the
Final  Collection  Date,  amounts shall be paid to the Canadian  Seller provided
that the amount  remaining in each Reserve Account is equal to the lesser of (i)
the Required  Balance in the same currency as the Reserve  Account and (ii) 110%
of the aggregate  Outstanding  Principal Balance of all Purchased Receivables in
the same  currency as the  Reserve  Account.  On the  Business  Day  immediately
following the Final  Collection  Date,  all amounts  remaining on deposit in the
Reserve Account after the payment in full of all amounts  referred to in Section
3.2(c)  shall be paid to the  Canadian  Seller  or MNI,  as the case may be,  by
transferring such amount to the applicable Sellers' Account.

      (c)  Amounts on deposit in the  Reserve  Accounts  shall be applied by the
Securitization Agent to satisfy the following:

            (i)   if the Servicer or the  Securitization  Agent  determines that
                  there is a Credit Loss that is not a Non-Qualifying  Loss, (A)
                  the full amount of such Credit Loss shall be transferred  from
                  the Reserve Account to the applicable Collection Account up to
                  a maximum  aggregate amount of CAD150,000 or the equivalent in
                  United States Dollars (as the case may be) in any Program Year
                  and (B) 10% of such Credit Loss shall be transferred from such
                  Reserve  Account to such  Collection  Account to the extent of
                  any  Credit  Losses  in any  Program  Year in  excess  of such
                  maximum aggregate amount;

            (ii)  payments  equal  to  the  aggregate  of all  then  outstanding
                  Non-Qualifying Losses;

            (iii) to the extent  that the  amount on  deposit in the  applicable
                  Collection   Account   (excluding  any  Sellers'  Amounts)  is
                  insufficient  to pay interest  (imputed or  otherwise)  on the
                  Notes when due, an amount  equal to such  deficiency  shall be
                  transferred  from  the  applicable  Reserve  Account  to  such
                  Collection Account;

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL

            (iv)  on or after the Amortization  Commencement  Date, the Dilution
                  Amount in respect of any Dilution  shall be  transferred  from
                  the applicable  Reserve  Account to the applicable  Collection
                  Account;

            (v)   prior to the Amortization  Commencement  Date and on the Final
                  Collection  Date,  to the extent that the amount on deposit in
                  the  applicable  Collection  Account  (excluding  any Sellers'
                  Amounts) is  insufficient  to pay the Program Fee when due, an
                  amount equal to such deficiency  shall be transferred from the
                  applicable Reserve Account to such Collection Account; and

            (vi)  to pay the fees of any replacement Servicer.

3.3 Disbursement Account

      (a) The  Securitization  Agent shall establish and maintain in the name of
the Purchaser accounts at an Eligible Institution in Toronto to be designated as
the disbursement accounts (each a "Disbursement Account"),  which accounts shall
be separate and segregated from the Securitization Agent's own assets. If at any
time the institution at which the Disbursement Accounts are maintained ceases to
be an Eligible  Institution,  the  Securitization  Agent  shall,  within 10 days
thereafter, establish substitute accounts at an Eligible Institution in Toronto,
Ontario and transfer any funds in the  Disbursement  Accounts to such substitute
accounts, and from the date any such substitute account is established and funds
are  transferred,  such  substitute  account shall be the  Disbursement  Account
hereunder.

      (b) The Disbursement  Accounts shall be administered by the Securitization
Agent pursuant to the terms hereof.

      (c)  Amounts  shall  be  deposited  into  the  Disbursement   Accounts  in
accordance with Sections 2.1(d)(i), (iv) and (vi).

      (d) Amounts on deposit in the  Disbursement  Accounts  shall be applied by
the Securitization Agent in the following manner from time to time:

            (i)   the  amount  of any fees or  premiums  due  under  any  Credit
                  Enhancement  Agreement  shall be paid to the  relevant  Credit
                  Enhancer when due;

            (ii)  any expenses of the  Purchaser  due to third  parties that are
                  specifically   attributable   to  Purchases  made   hereunder,
                  including  expenses  relating to  renewals,  filings and other
                  registrations and of the Rating Agency,  shall be paid to such
                  third parties when due; provided,  however,  that the Canadian
                  Seller has,  for and on behalf of the  Sellers,  provided  its
                  prior written

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 29 -


                                                                    CONFIDENTIAL

                  approval  (which may be withheld in its  discretion)  of other
                  third party  expenses  where such  expenses  in the  aggregate
                  exceed CAD35,000; and

            (iii) prior to the Amortization Commencement Date, the amount of any
                  Program Fee due to the  Securitization  Agent shall be paid to
                  the Securitization Agent when due.

3.4 Dilutions

      (a) If on any day prior to the Amortization  Commencement  Date there is a
Dilution,  the relevant  Dilution Amount shall be deducted from Purchase Amounts
on  subsequent  Purchase  Dates in accordance  with Section  2.1(b) and shall be
transferred  from the applicable  Reserve  Account to the applicable  Collection
Account  pursuant to Section  3.2(c)(iv).  Each Seller shall treat the amount of
any such  deductions  as a refund of a portion of the Purchase  Price or Payment
Price,  as  applicable,  paid by the  Purchaser to such Seller in respect of the
relevant Purchased Receivable to which the Dilution relates.

      (b) Any Collection in respect of a Dilution for which the Dilution  Amount
has  been  deducted  from  Purchase  Amounts  or the  Dilution  Amount  has been
transferred  from a Reserve Account to a Collection  Account pursuant to Section
3.2(c)(iv) shall be deemed to be a Collection in respect of a Receivable that is
not a Purchased  Receivable for the purposes of Sections  3.1(d) and (f) and the
amount of any such Collection shall be transferred from such Collection  Account
to the applicable Sellers' Account.

3.5 Repurchases for Breach of Representations and Warranties

      (a) If any  representation  or  warranty  in Section  4.1(k) or (l) is not
true,  or is  determined  not to have been true as of any  Purchase  Date,  with
respect  to a  Purchased  Receivable,  or  the  Contract,  Related  Security  or
Collections  related  thereto,  such  Receivable  shall  cease to be a Purchased
Receivable  and,  together  with the Related  Security and  Collections  related
thereto,  shall  thereupon be sold,  assigned and  transferred to the applicable
Seller without recourse or warranty (expressed, implied, statutory or otherwise)
and  without the need for any formal or other  instrument  of  assignment  for a
purchase  price equal to the  Outstanding  Principal  Balance of such  Purchased
Receivable,  which  amount  shall  for all  purposes  hereof  be  deemed to be a
Collection of such Purchased Receivable.

      (b) The parties  acknowledge  that,  notwithstanding  any other  provision
hereof,  the  Sellers  shall  have no  authority  to reduce,  amend,  extend the
maturity of or otherwise  modify or waive any term of any  Purchased  Receivable
(other  than in  accordance  with the terms of the  Contract  or the  Credit and
Collection  Policy or in the Canadian Seller's capacity as Servicer as permitted
by  this  Agreement)  in  any  manner  that  materially  adversely  affects  the
collectibility  of  such  Purchased   Receivable  or  the  Related  Security  or
Collections  with  respect  thereto.  Insofar as the Sellers so reduce,  extend,
amend or otherwise modify a Purchased Receivable or related

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 30 -


                                                                    CONFIDENTIAL

Contract in breach of this Section 3.5(b) without the Purchaser's prior consent,
the relevant Seller will be obliged to repurchase the Purchased  Receivable at a
purchase price equivalent to the Outstanding  Principal Balance thereof prior to
any such reduction, extension, amendment or other modification.

3.6 Deemed Collections

            The parties  acknowledge  that the deemed receipt of a Collection of
all or part of a Purchased Receivable pursuant to Sections 3.4 and 3.5 shall not
in any way impair or  otherwise  affect any  contractual  or other  right of the
relevant  Seller or the  Purchaser  as against  the  Obligor  of such  Purchased
Receivable  or  any  other  Person  (other  than  the  relevant  Seller  or  the
Purchaser),  and no such  Obligor or other  Person  shall  derive any benefit by
virtue of such deemed receipt.

                                   ARTICLE 4
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 Representations and Warranties of the Sellers

            Each Seller  hereby  represents  and warrants to the  Purchaser on a
continuous  basis,  and  acknowledges  that the  Purchaser  is  relying  on such
representations  and  warranties in entering  into this  Agreement and in making
each Purchase hereunder, notwithstanding any investigations or otherwise, that:

      (a)   each Seller is a corporation  validly  organized and existing and in
            good standing under the laws of its  jurisdiction of  incorporation,
            has full  corporate  power and authority to own its  properties  and
            assets and is duly  qualified to do business and is in good standing
            in each  jurisdiction  where the  failure to so qualify or  maintain
            such good  standing,  singularly or in the  aggregate,  could have a
            Material Adverse Effect;

      (b)   each Seller has full  corporate  power and  authority to execute and
            deliver this  Agreement and the Related  Documents (to which it is a
            party) and to do all acts and things  required or contemplated to be
            done by it hereunder or thereunder;

      (c)   each Seller has taken all  necessary  corporate  action to authorize
            the  execution  and  delivery  of this  Agreement  and  the  Related
            Documents (to which it is a party) and the  performance by it of its
            obligations   hereunder  and  thereunder  and  of  the  transactions
            contemplated hereby and thereby;

      (d)   the execution and delivery by each Seller of this  Agreement and the
            Related  Documents (to which it is a party) and the  performance  by
            each Seller of its

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 31 -


                                                                    CONFIDENTIAL

            obligations   hereunder  and  thereunder  and  of  the  transactions
            contemplated  hereby and  thereby,  do not and will not  contravene,
            breach, constitute a default under, violate or conflict with:

            (i)   each   Seller's   constating   documents  or  by-laws  or  any
                  resolution   passed   by  its  board  of   directors   or  its
                  shareholders;

            (ii)  any Law  applicable to the relevant  Seller which could have a
                  Material Adverse Effect;

            (iii) any  material  indenture,  loan or  credit  agreement,  lease,
                  mortgage,  security  agreement,  bond, note, contract or other
                  agreement  or  instrument  to which the  relevant  Seller is a
                  party or by which it or its property is bound; or

            (iv)  any order, writ, judgment, award, injunction or decree binding
                  on the relevant Seller or affecting its properties,

            and do not and will not result in or  require  the  creation  of any
            Lien upon or with respect to any of its properties;

      (e)   each of this  Agreement and the Related  Documents (to which it is a
            party) has each been duly executed and delivered by each Seller;

      (f)   each of this  Agreement and the Related  Documents (to which it is a
            party) is a legal,  valid and binding  obligation of each Seller and
            is  enforceable  against each Seller by the other parties hereto and
            thereto  in  accordance   with  its  respective   terms  subject  to
            bankruptcy, insolvency,  reorganization,  winding-up, moratorium and
            other laws generally  affecting the rights of creditors and the fact
            that specific  performance  and  injunction  are equitable  remedies
            available only in the discretion of the court;

      (g)   no transaction  contemplated by this Agreement  requires  compliance
            with any bulk sales act or similar Law;

      (h)   no  authorization,  approval or other action by, and no notice to or
            filing with, any  Governmental  Authority is necessary in connection
            with the execution and delivery by each Seller of this Agreement and
            the Related  Documents (to which it is a party),  or the performance
            by each Seller of its obligations  hereunder or thereunder or of the
            transactions contemplated hereby or thereby, or to give legal effect
            to the same,  except  for the filing of the  assignments,  financing
            statements and similar instruments referred to in Section 6.1(g);

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 32 -


                                                                    CONFIDENTIAL

      (i)   the Records are current in all material  respects to their  relevant
            date and reflect all material  transactions  between each Seller and
            the Obligors under the related  Purchased  Receivables and any other
            Person  in  respect  thereof  in  accordance  with  the  Credit  and
            Collection Policies;

      (j)   other than the provision to Obligors of the Purchased Receivables or
            the Obligors under the Related  Security  related  thereto of actual
            notice  of  the  sale,   transfer  and  assignment  thereof  to  the
            Purchaser, all filings, recordings, notifications,  registrations or
            other actions under all applicable  Laws,  including the PPSA,  have
            been made or taken, and all approvals obtained, in each jurisdiction
            where  necessary or appropriate  (and where  permitted by applicable
            Law) to give legal effect to the  transactions  contemplated by this
            Agreement  and the  Related  Documents  and to  validate,  preserve,
            perfect and protect the Purchaser's ownership interest in and rights
            to collect any and all of the Purchased Assets,  including the right
            to enforce the Related Security related thereto;

      (k)   upon the Purchase  thereof  under this  Agreement,  each  Receivable
            which is subject to such Purchase is an Eligible Receivable and each
            Eligible  Receivable and the related  Contract and Related  Security
            related thereto will be owned by the Purchaser free and clear of any
            Lien  including any lien referred to in clause (a) of the definition
            of "Permitted Encumbrances";

      (l)   no financing  statement,  registration,  recording,  filing or other
            document similar in effect against,  or naming,  the relevant Seller
            as debtor, seller,  transferor or assignor relating to any Purchased
            Receivable  or any Contract or  Collections  relating  thereto is on
            file except in favour of the Purchaser;

      (m)   there are no actions,  suits or proceedings  existing or pending, or
            to the  knowledge of the  relevant  Seller,  threatened,  against or
            affecting  the  relevant  Seller or any of its  property  at law, in
            equity or before any Governmental  Authority or arbitration tribunal
            or  alternative  dispute  resolution  mechanism  that,  if adversely
            determined, could have a Material Adverse Effect, and each Seller is
            not in default with respect to any Law or order of any  Governmental
            Authority, which default could have a Material Adverse Effect;

      (n)   no default has  occurred  and is  outstanding  under any  agreement,
            instrument,  indenture or trust deed to which the relevant Seller is
            a party, which default could have a Material Adverse Effect;

      (o)   the Canadian  Seller's  chief place of business and chief  executive
            office is located at 350 Legget Drive, Ottawa, Ontario K2K 2W7;

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 33 -


                                                                    CONFIDENTIAL

      (p)   there is no  federal,  provincial  or local Law or  ordinance  under
            which any Taxes  (other than Taxes on income of the  Purchaser)  are
            required to be paid or remitted by the  Purchaser  in respect of any
            of the Purchased Assets,  nor will the Purchaser be required to make
            any  deduction,  withholding  or remittance of Taxes with respect to
            any  payment or  remittance  to be made by or on behalf of it on its
            own behalf, on behalf of the Purchaser or on behalf of any Obligor;

      (q)   all factual information,  including all Periodic Reports,  furnished
            by or on behalf of the Sellers to the Purchaser, the Credit Enhancer
            or the Securitization  Agent for purposes of, or in connection with,
            this Agreement or any transaction contemplated hereby is, when taken
            as a whole, and all other factual information hereafter furnished by
            or on behalf of the Sellers to the Purchaser, the Credit Enhancer or
            the  Securitization  Agent will be, when taken as a whole,  true and
            accurate  in all  material  respects  on the date as of  which  such
            information  is  dated  or  certified  and (in the  case of any such
            information  furnished  prior  to the  date  hereof)  as of the date
            hereof (unless such information relates to an earlier date, in which
            case  such  information,  when  taken as a whole,  shall be true and
            accurate in all material  respects as of such earlier date),  and is
            not,  or shall  not be, as the case may be,  when  taken as a whole,
            incomplete by omitting to state any material fact  necessary to make
            such information not misleading;

      (r)   the Sellers are treating the sale,  transfer and  assignment  of the
            Purchased Assets to the Purchaser under this Agreement as a sale for
            all purposes;

      (s)   the  financial  statements  furnished to the  Purchaser  pursuant to
            Section  5.6(q) have been  prepared  in  accordance  with  generally
            accepted  accounting  principles  and  present  fairly  the  assets,
            liabilities and financial  position of the Sellers on a consolidated
            basis as at the date thereof, and there has been no material adverse
            change in the  financial  position of the Sellers on a  consolidated
            basis from that  reflected in the most recent  financial  statements
            provided by Sellers to the Purchaser;

      (t)   to the knowledge of the relevant Seller,  no Amortization  Event has
            occurred and is continuing;

      (u)   the  transactions  contemplated  by  this  Agreement  comply  in all
            material  respects with all laws and  regulations  in Canada and the
            United  States  regarding  the  collection,  use and  disclosure  of
            personal  information,  including for greater certainty the Personal
            Information  Protection and  Electronic  Documents Act (Ontario) and
            all other privacy laws and  regulations of the individual  Provinces
            and the Federal Government of Canada and the United States;

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL

      (v)   the Canadian Seller is duly licensed to collect provincial sales Tax
            and harmonized Tax in all applicable provinces of Canada and each of
            MNI and MNSI are duly  licensed  to collect  any  similar Tax in the
            United States; and

      (w)   each Seller:  (i) is acting for its own  account;  (ii) has made its
            own   independent   decisions   to  enter   into  the   transactions
            contemplated   hereby  and  as  to  whether  such  transactions  are
            appropriate  or proper for it based upon its own  judgement and upon
            advice from such advisers as it has deemed  necessary;  (iii) is not
            relying on any communication (written or oral) of the Securitization
            Agent or the Purchaser as investment  advice;  and (iv)  understands
            that  no   communication   (written  or  oral)   received  from  the
            Securitization  Agent  or the  Purchaser  will  be  deemed  to be an
            assurance  or   guarantee  as  to  the  expected   results  of  such
            transactions.

4.2 Representations and Warranties of the Purchaser

            The  Purchaser  hereby  represents  and warrants to the Sellers on a
continuous  basis,  and  acknowledges  that  the  Sellers  are  relying  on such
representations  and  warranties in entering into this  Agreement and making any
sales hereunder, notwithstanding any investigations or otherwise, that:

      (a)   the Purchaser is a trust  established under the laws of the Province
            of Ontario;

      (b)   the  Purchaser  has full power and  authority to execute and deliver
            this  Agreement  and the Related  Documents (to which it is a party)
            and to do all acts and things required or contemplated to be done by
            it hereunder or thereunder;

      (c)   the  Purchaser  has taken all  necessary  action  to  authorize  the
            execution and delivery of this  Agreement and the Related  Documents
            (to which it is a party),  and the  performance  by the Purchaser of
            its  obligations  hereunder and thereunder  and of the  transactions
            contemplated hereby and thereby;

      (d)   this  Agreement  and the Related  Documents (to which it is a party)
            have been duly executed and delivered by the Purchaser;

      (e)   each of this  Agreement and the Related  Documents (to which it is a
            party) is the legal,  valid and binding  obligation of the Purchaser
            and is  enforceable  against  the  Purchaser  by the  other  parties
            thereto  in  accordance   with  its  terms  subject  to  bankruptcy,
            insolvency,  reorganization,  winding-up,  moratorium and other laws
            generally  affecting  the  rights  of  creditors  and the fact  that
            specific performance and injunction are equitable remedies available
            only in the discretion of the court;

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 35 -


                                                                    CONFIDENTIAL

      (f)   the Purchaser is not, and no beneficiary of the Purchaser will be, a
            non-resident  of Canada  within  the  meaning  of the Income Tax Act
            (Canada);

      (g)   the execution  and delivery by the  Purchaser of this  Agreement and
            the Related Documents (to which it is a party),  and the performance
            by it of  its  obligations  hereunder  and  thereunder  and  of  the
            transactions  contemplated  hereby and thereby,  do not and will not
            contravene,  breach, constitute a default under, violate or conflict
            with:

            (i)   the Purchaser's declaration of trust;

            (ii)  any  Law  applicable  to  the  Purchaser  which  could  have a
                  Material Adverse Effect;

            (iii) any  material  indenture,  loan or  credit  agreement,  lease,
                  mortgage,  security  agreement,  bond, note, contract or other
                  material  agreement or  instrument to which the Purchaser is a
                  party or by which it or its property is bound; or

            (iv)  any order, writ, judgment, award, injunction or decree binding
                  on it or affecting the Purchaser's property;

      (h)   no  authorization,  approval or other action by, and no notice to or
            filing with, any  Governmental  Authority is necessary in connection
            with the execution  and delivery by the Purchaser of this  Agreement
            or  the  Related  Documents  (to  which  it  is  a  party),  or  the
            performance  by the  Purchaser  of  its  obligations  hereunder  and
            thereunder or of the transactions contemplated hereby or thereby, or
            to give  legal  effect  to the same  other  than  such as have  been
            obtained;

      (i)   there are no actions,  suits or proceedings  existing or pending, or
            to the knowledge of the Purchaser,  threatened, against or affecting
            the Purchaser or any of its property at law, in equity or before any
            Governmental   Authority  or  arbitration  tribunal  or  alternative
            dispute resolution  mechanism that, if adversely  determined,  could
            have a Material Adverse Effect,  and the Purchaser is not in default
            with  respect  to any Law or  order of any  Governmental  Authority,
            which default could have a Material Adverse Effect; and

      (j)   no default has  occurred  and is  outstanding  under any  agreement,
            instrument,  indenture  or trust  deed to which the  Purchaser  is a
            party, which default could have a Material Adverse Effect.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 36 -


                                                                    CONFIDENTIAL

4.3 Affirmative Covenants of the Sellers

            From the date of this  Agreement  until the Final  Collection  Date,
unless  each of the  Purchaser  and the  Credit  Enhancer  otherwise  consent in
writing, each Seller covenants to:

      (a)   comply with all Laws  applicable  to all or any of it, its business,
            its properties,  the Purchased  Receivables and the Related Security
            and Contracts related thereto, where the failure to do so could have
            a Material Adverse Effect;

      (b)   preserve and maintain its corporate  existence,  rights,  franchises
            and privileges and qualify and remain qualified to carry on business
            in each  jurisdiction  in which the  failure  to do so could  have a
            Material Adverse Effect;

      (c)   promptly  notify  the  Purchaser  of any  amendment,  limitation  or
            restriction  of any  licence  issued  to the  relevant  Seller  by a
            Governmental  Authority  relating to the carrying on by the relevant
            Seller of its business if such amendment,  limitation or restriction
            could have a Material Adverse Effect;

      (d)   timely and fully  perform and comply in all material  respects  with
            all terms,  covenants and other provisions  required to be performed
            and observed by it under this  Agreement  and the Related  Documents
            (to  which it is a  party)  and  under  and in  connection  with all
            Eligible Receivables and Contracts;

      (e)   notify the  Purchaser in writing at least 30 Business  Days prior to
            (i) any change of address of the  relevant  Seller's  chief place of
            business  and/or  chief  executive  office or (ii) any change in its
            corporate name;

      (f)   other  than  notifications  to  Obligors,  from  time to time at the
            relevant  Seller's   expense,   promptly  execute  and  deliver  all
            instruments,  documents  and make all  renewals,  filings  and other
            registrations  deemed  necessary by the relevant Seller or requested
            by the Purchaser,  acting reasonably, to maintain,  perfect, protect
            or more fully  evidence the  Purchaser's  interest in the  Purchased
            Assets under this  Agreement as against  third  parties or to enable
            the Purchaser to exercise or enforce any of its rights thereunder or
            under this Agreement;

      (g)   treat the sale,  transfer and assignment of the Purchased  Assets to
            the  Purchaser  under this  Agreement as a sale for all purposes and
            indicate in its books and records,  including the Records,  that the
            Purchased  Assets have been sold to the  Purchaser  pursuant to this
            Agreement;

      (h)   take all  reasonable  necessary  steps to (i) perfect or protect the
            Purchasers'  ownership of the  Purchased  Assets and (ii) obtain all
            discharges and releases

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 37 -


                                                                    CONFIDENTIAL

            necessary to  discharge  or release any  security  interest or other
            rights or interests of any Person in the Purchased Assets other than
            those in favour of the Purchaser;

      (i)   promptly upon becoming  aware  thereof,  notify the Purchaser of (i)
            any Credit Losses, and (ii) litigation or other court or arbitration
            proceeding  brought  against the relevant  Seller which could have a
            Material Adverse Effect; and

      (j)   remain  responsible  and liable under the  Contracts  related to the
            Purchased  Receivables  and to fully perform each of its obligations
            and covenants thereunder.

4.4 Affirmative Covenants of the Canadian Seller

      (a)   furnish to the  Securitization  Agent, the Purchaser (and the Credit
            Enhancer with respect to (i) only):

            (i)   forthwith  upon the  occurrence of, or upon becoming aware of,
                  any  Amortization  Event or any event or the  existence of any
                  fact  which,  with the  giving  of  notice or lapse of time or
                  both, may constitute an Amortization Event, notice of any such
                  Amortization Event or any such event or fact,  together with a
                  statement  of  its  senior  financial  officer  or  accounting
                  officer, on its behalf and without personal liability, setting
                  forth details as to such Amortization Event or as to such fact
                  or event and the action which it has taken and is proposing to
                  take with respect thereto; and

            (ii)  promptly,  from time to time, such other  documents,  records,
                  information or reports with respect to the Purchased Assets or
                  the  conditions or operations,  financial or otherwise,  of it
                  (including,  without  limitation,  reports with respect to the
                  remittance  of Taxes) as the  Purchaser or the  Securitization
                  Agent may from time to time reasonably request;

      (b)   on each 15th Business Day of each month or, upon receiving notice by
            the  Purchaser  within  two  days of the 15th  Business  Day of each
            month, no later than five days after receiving such notice,  deliver
            to the Purchaser a certificate of the Canadian Seller in the form of
            Exhibit  C dated as of such  date and  signed  on its  behalf by its
            Chief Financial Officer, Treasurer,  Secretary, Corporate Controller
            or other officer as  designated by the Canadian  Seller from time to
            time;  provided  that such  designee has some  familiarity  with the
            transactions contemplated hereby; and

      (c)   perform all of the duties and  covenants of the  Servicer  hereunder
            for so long as it may be designated as the Servicer.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 38 -


                                                                    CONFIDENTIAL

4.5 Negative Covenants of the Sellers

            From the date of this  Agreement  until the Final  Collection  Date,
without the Purchaser's and the Credit  Enhancer's prior written  consent,  each
Seller covenants that it will not:

      (a)   take any action that may cause the validity or  effectiveness of the
            sales,  transfers and  assignments of the Purchased  Assets provided
            for in this  Agreement  to be impaired or to take any action or omit
            to take any steps  that may result in, or create or suffer to exist,
            any Lien extending to or otherwise arising upon the Purchased Assets
            or any part thereof or any interest therein or the proceeds thereof;

      (b)   except as otherwise  provided herein,  purport to sell,  transfer or
            assign (by operation of law or  otherwise)  or otherwise  dispose of
            any  Purchased  Assets or any account to which any  Collections  are
            deposited,  or assign any right to receive  income in respect of any
            thereof; or

      (c)   enter  into  any  transaction  of   reorganization,   consolidation,
            amalgamation, merger or arrangement or sell all or substantially all
            of its undertaking, property and assets (any of the foregoing events
            being  referred  to in this  Section  as a  "Transaction"),  without
            providing at least that number of days prior written notice equal to
            the lesser of (i) 60 days and (ii) the then current weighted average
            DSO  calculated  in accordance  with Section  7.1(p) plus 15 days to
            each of the Purchaser,  the Credit  Enhancer and the  Securitization
            Agent and, if such Transaction could have a Material Adverse Effect,
            the  Purchaser  shall have the right upon  receiving  notice of such
            Transaction to designate the Amortization Commencement Date to occur
            effective  on the  date  specified  by the  Securitization  Agent by
            notice in writing to the Canadian Seller;  provided,  however,  that
            the Canadian  Seller shall have the right to provide  written notice
            to the Purchaser,  the Credit Enhancer and the Securitization  Agent
            on or before 5:00 p.m.  (Toronto  time) on the second  Business  Day
            after the  receipt  by the  Canadian  Seller  of the  Securitization
            Agent's notice to inform the  Securitization  Agent that as a result
            of the  Securitization  Agent's  notice the Sellers will not proceed
            with the  Transaction  in which  event  the  Securitization  Agent's
            notice  and the  Seller's  notice of the  Transaction  shall both be
            deemed to be  retracted,  null and void.  If such notice is given by
            the  Securitization  Agent,  none of the Sellers shall complete such
            Transaction earlier than the date that the Transaction was specified
            to occur in the  notice  of such  Transaction  sent by the  relevant
            Seller to the Purchaser.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 39 -


                                                                    CONFIDENTIAL

4.6 Affirmative Covenants of the Purchaser

            Each of the Purchaser and the Securitization Agent covenants that it
will, in accordance with and subject to the terms of this Agreement:

      (a)   duly and punctually  perform each of its  agreements,  covenants and
            obligations under this Agreement;

      (b)   promptly following receipt thereof, provide the Canadian Seller with
            copies of any notices received from the Insurer;

      (c)   co-operate   with   the   Servicer   to   diligently   resolve   any
            reconciliation discrepancy arising from Section 5.7(e)(i);

      (d)   (i) use  its  reasonable  commercial  efforts  to  ensure  that  the
            Canadian Seller receives  favourable  off-balance  sheet  treatment;
            (ii) ensure that the Canadian Seller will not be in a position where
            it will be required to  consolidate  more than its own assets  under
            Canadian and United States generally accepted accounting  principles
            as such principles exist at the date hereof;  and (iii) use its best
            efforts to ensure that the Canadian Seller will not be in a position
            where it will be required to consolidate more than its own assets as
            a result of a change in Canadian or United States generally accepted
            accounting principles from those that exist on the date hereof;

      (e)   promptly notify the Canadian Seller in writing of:

            (i)   the  occurrence  of any event which results in the assets sold
                  by the  Sellers  to the  Purchaser  and  forming  part  of the
                  Purchaser's   Assets   representing   less  than  50%  of  the
                  Purchaser's total assets;

            (ii)  from and  after  the  occurrence  of an event  referred  to in
                  Section  4.6(e)(i),  the  occurrence  of any event which would
                  result in the assets sold by the Sellers to the  Purchaser and
                  forming part of the Purchaser's Assets  representing more than
                  50%  of  the  Purchaser's  total  assets,  such  notice  to be
                  provided as far as possible  in advance of the  occurrence  of
                  such event; and

            (iii) any change in Canadian or United States  accounting  rules and
                  regulations  that would have an adverse  effect on the balance
                  sheet treatment of the transactions contemplated hereby; and

      (f)   not make any amendment to the trust  indenture  dated April 19, 2004
            between The Canada Trust Company, as trustee,  and BNY Trust Company
            of Canada that

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 40 -


                                                                    CONFIDENTIAL

            could  adversely  affect the Sellers in respect of the  transactions
            contemplated hereby.

                                    ARTICLE 5
                          ADMINISTRATION AND COLLECTION

5.1 Designation of the Servicer

            By executing and delivering this  Agreement,  the Canadian Seller is
designated as the Servicer until the first Service  Transfer,  and hereby agrees
to perform  the duties and  obligations  of the  Servicer  pursuant to the terms
hereof.  It is  understood  and agreed that the Purchaser has agreed to purchase
the Purchased  Receivables from the Sellers on a fully-serviced  basis and that,
so long as the Canadian  Seller is the Servicer,  payment of the purchase prices
for the Purchased Receivables to the Sellers in the amounts, at the times and in
the manner provided for in this Agreement shall constitute the Canadian Seller's
full  consideration  therefor.  Subject to the provisions  hereof,  the Servicer
shall  administer,  service and  collect the  Purchased  Assets,  including  the
Purchased  Receivables,  as agent for the Purchaser  until the Final  Collection
Date. The Servicer may, with the prior written consent of the Purchaser,  Credit
Enhancer,  and the Rating  Agency,  as may be applicable,  subcontract  with any
Person for the  administration  and  collection  of the  Purchased  Receivables;
provided, however, that:

      (a)   subject to prudent  business  practice,  if the Servicer  chooses to
            subcontract all or part of its servicing  obligations  hereunder,  a
            first right of refusal to be appointed as the subcontractor shall be
            granted to Canadian  Bonded Credits  Limited of Toronto,  Ontario or
            another  replacement  servicer  acceptable  to the Purchaser and the
            Securitization Agent, acting reasonably; and

      (b)   upon appointment of any Person as subcontractor,  the Servicer shall
            remain  fully  liable  for  the   performance   of  the  duties  and
            obligations so subcontracted and all other duties and obligations of
            the Servicer pursuant to the terms of this Agreement.

5.2 Standard of Care

            The Servicer,  as agent for the  Purchaser  (to the extent  provided
herein),  shall perform its duties hereunder with reasonable care and diligence,
using  that  degree  of skill  and  attention  that the  Servicer  exercises  in
managing,  servicing,  administering,   collecting  on  and  performing  similar
functions  relating to  comparable  receivables  that it services  for itself or
other Persons.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 41 -


                                                                    CONFIDENTIAL

5.3 Authorization of Servicer

            Without  limiting the  generality  of the  authority  granted by the
designation  of any Person as  Servicer,  and  subject  to the other  provisions
hereof, the Servicer is hereby authorized and empowered by the Purchaser to take
any  and all  reasonable  steps  in its  name  and on its  behalf  necessary  or
desirable and not inconsistent with the ownership of the Purchased Assets by the
Purchaser  to collect all amounts due under any and all  Purchased  Receivables,
including to execute and deliver,  on behalf of the Purchaser and any subsequent
assignees,   including  the  Credit   Enhancer,   any  and  all  instruments  of
satisfaction or cancellation,  or partial or full release or discharge,  and all
other comparable  instruments,  with respect to the Purchased Receivables or the
Related  Security  related thereto and, after  delinquency of any such Purchased
Receivables and to the extent  permitted under and in compliance with applicable
law and regulations,  to commence  proceedings with respect to enforcing payment
of such Purchased  Receivables,  and the Related Security and Contracts  related
thereto, and adjusting, settling or compromising the account or payment thereof,
to the same extent as each Seller could have done if it had continued to own the
Purchased  Assets.  The Purchaser  shall furnish the Servicer with any powers of
attorney  and other  documents  that are within the ability of the  Purchaser to
furnish and which are reasonably necessary or appropriate to enable the Servicer
to carry out its servicing and  administrative  duties hereunder as agent of the
Purchaser.

5.4 Enforcement of Receivables

            The Servicer is  authorized  to enforce and protect the  Purchaser's
rights and interests in, to and under the Purchased  Assets and the  Purchaser's
right to receive payment under the Contracts  related thereto,  and the Servicer
may commence or defend  proceedings  in the name of the  Purchaser (or any agent
thereof,  including the Servicer) for the purpose of enforcing or protecting any
rights under any Purchased Assets or against an Obligor personally.  In no event
shall the Servicer be entitled to take any action that would make the  Purchaser
a party to any litigation without the Purchaser's  express prior written consent
except  only to the extent  necessarily  incidental  to the  enforcement  by the
Servicer of any of the Purchased Assets.

5.5 Assignment for Purpose of Enforcement

            If the Servicer  shall  commence a legal  proceeding  to enforce any
rights under any of the  Purchased  Assets or against an Obligor  personally  in
accordance   herewith,   the  Purchaser   shall  thereupon  be  deemed  to  have
automatically  assigned the applicable  Purchased Receivable or Related Security
related  thereto  to the  Servicer,  solely  for the  purpose of and only to the
extent necessarily incidental to the enforcement by the Servicer of such rights.
The Servicer shall hold such assigned  Purchased  Receivable or Related Security
related  thereto in trust for the Purchaser and the same shall be deemed to have
been  automatically  re-assigned  to the  Purchaser  when the  assignment to the
Servicer  ceases to be  necessary  for the  enforcement  by the Servicer of such
rights. If in any enforcement suit or legal proceeding it shall be held that the
Servicer may not

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                                                    CONFIDENTIAL

enforce a right under a Purchased Receivable on the grounds that it shall not be
a real party in  interest or a holder  entitled to enforce  rights in respect of
the Purchased  Receivable or Related  Security  related  thereto,  the Purchaser
shall, at the Servicer's  expense and direction,  take steps as are necessary to
enforce the Purchased Receivable.

5.6 Description of Services

            Until the Final  Collection  Date,  the Servicer  shall,  unless the
Purchaser and the Credit  Enhancer direct  otherwise,  take or cause to be taken
all such  reasonable  actions as may be necessary or advisable from time to time
to administer and service the Purchased Assets in accordance with this Agreement
and applicable Laws, and without  limiting the generality of the foregoing,  and
in  accordance  with the Credit and  Collection  Policies,  if  applicable,  the
Servicer shall:

      (a)   keep an account with respect to each  Purchased  Receivable and post
            to it all  payments  received  under  or in  respect  of  each  such
            Purchased Receivable;

      (b)   fully perform and comply with each of its  covenants and  agreements
            under Section  3.1(c),  regardless of any defence,  set-off right or
            counterclaim;

      (c)   give timely notice to the Obligor of any Purchased Receivable of any
            payment  default or other default  thereunder,  or under the related
            Contract;

      (d)   record any Purchased  Receivable as being delinquent or defaulted in
            accordance with the Credit and Collection Policies;

      (e)   investigate  all  delinquencies  and  defaults  under any  Purchased
            Receivable and will use its reasonable  commercial efforts to pursue
            payment thereof;

      (f)   respond to all  reasonable  enquiries  of any Obligor of a Purchased
            Receivable or under the Related Security related thereto;

      (g)   take all steps as are  necessary  to  maintain  the  perfection  and
            priority,  as the case may be, of all  security  interests,  if any,
            created  pursuant  to the  Purchased  Receivables  and  the  Related
            Security  related  thereto,  and, subject to Sections 5.6(l) and (m)
            below, refrain from releasing any such security interest in whole or
            in part except to the extent that the Servicer would have done so in
            a similar  situation with respect to receivables  administered by it
            on its own behalf;

      (h)   subject  to  Section  5.13,   make  all  payments  to   Governmental
            Authorities and others where a statutory lien, prior claim or deemed
            trust having priority over the Purchaser's interest in any Purchased
            Assets has arisen,  provided that nothing  herein shall preclude the
            Servicer from contesting any claim in the ordinary

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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            CONFIDENTIAL

      courseof business and in good faith,  and remit all amounts of Taxes owing
            in respect of any such Purchased Assets;

      (i)   until the time at which a Purchased  Receivable  is determined to be
            written off as a  Defaulted  Receivable  and  assigned to the Credit
            Enhancer,  as  determined  by  the  Credit  Enhancement   Agreement,
            determine, together with the Insurer or with the Insurer's approval,
            as required,  the  advisability of taking any action and instituting
            and carrying  out legal  proceedings  with respect to any  Purchased
            Receivable and the Related  Security  pertaining  thereto in case of
            any default by an Obligor under any such  Purchased  Receivable  and
            take such action and institute and carry out such legal  proceedings
            determined by it and the Insurer, if required, to be advisable;

      (j)   maintain  Records with respect to each Purchased  Receivable and the
            Related Security  relating thereto and on three Business Days' prior
            notice grant  representatives of the Purchaser  reasonable access to
            examine and make copies of the Records and a reasonable  opportunity
            to discuss matters relating to the  administration  and servicing of
            each Purchased  Receivable and the Related Security relating thereto
            with personnel of the Servicer involved in such  administration  and
            servicing during normal business hours, including the opportunity to
            see and review the  Servicer's  information  systems and software in
            operation;

      (k)   hold as trust property for and on behalf of the  Purchaser,  free of
            any Lien,  all Records with respect to the  Purchased  Receivable at
            any one or more of the  offices  identified  in  Exhibit D until the
            Final Collection Date;

      (l)   execute and deliver all such assignments, releases and discharges of
            the Purchased  Receivables  as are required by the terms thereof and
            the related Contracts upon receipt of all amounts due thereunder;

      (m)   settle,  compromise  and otherwise deal with any claims under any of
            the Purchased Receivables or the Related Security related thereto as
            permitted in accordance with the Credit and Collection Policies;

      (n)   maintain prudent  administrative  and operating  procedures and keep
            and maintain all books,  records,  documents  and other  information
            reasonably   necessary  or  advisable  for  the  collection  of  the
            Purchased Assets;

      (o)   timely  and  fully  perform  and  comply  with all  material  terms,
            covenants  and other  provisions  of the  Contracts  required  to be
            performed by and observed by the relevant Seller thereunder;

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 44 -


                                                                    CONFIDENTIAL

      (p)   furnish  at the  request  of the  Purchaser  and the  Securitization
            Agent,  at least 5 days  prior to the  date in which  the  Purchased
            Receivable would become a Defaulted  Receivable,  all  documentation
            required  under  the  Insurance  Policy  to make a claim  under  the
            Insurance Policy in respect of such default;

      (q)   furnish,  to the Purchaser and the  Securitization  Agent as soon as
            practicable  and, in any event,  (i) within 60 days  following  each
            fiscal  quarter  of  the  Servicer,  quarterly  unaudited  financial
            statements;  and (ii) within 120 days  following each fiscal year of
            the Servicer,  annual audited financial statements or, in each case,
            such shorter time periods as may be required by applicable law;

      (r)   take all  necessary  steps to obtain  all  discharges  and  releases
            necessary to discharge or release all security  interests  and other
            rights or interests of any Person in the Purchased Assets other than
            those in favour of the Purchaser; and

      (s)   otherwise  take or  cause to be taken  all  such  actions  as may be
            necessary or desirable to collect each of the Purchased Receivables.

5.7 Additional Covenants of the Servicer

            From the date of this Agreement until the Final Collection Date, the
Servicer covenants and agrees that it will, unless the Securitization Agent, the
Purchaser and the Credit Enhancer shall each otherwise consent in writing:

      (a)   comply with all Laws  applicable  to all or any of it, its business,
            its properties,  the Purchased Assets and Contracts related thereto,
            where the failure to do so could have a Material Adverse Effect;

      (b)   fully  comply with the Credit and  Collection  Policies in regard to
            the Purchased Assets and the Related Security related thereto and in
            performing its covenants hereunder;

      (c)   to the  extent the  Records  related  to the  Purchased  Receivables
            consist in whole or in part of computer  programs which are licensed
            by the Servicer, the Servicer will, forthwith upon the occurrence of
            a Servicer  Termination Event, either (i) use reasonable  commercial
            efforts to arrange for the license or sublicense of such programs to
            the Stand-By Servicer, the Securitization Agent or the Purchaser for
            the limited purpose of permitting the Purchaser,  the Securitization
            Agent or the Stand-By Servicer to collect the Purchased  Receivables
            and to enforce the rights  acquired by the  Purchaser  in respect of
            the Related Security  related thereto,  or (ii) if acceptable to the
            Purchaser and the Credit Enhancer,  perform data processing services
            for the Stand-By  Servicer for the same  purposes as set out in part
            (i) for a fee equal to the market rate for such services;

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 45 -


                                                                    CONFIDENTIAL

      (d)   to the  extent  that  the  Records  relate  not  only  to  Purchased
            Receivables but also assets of the Sellers not sold to the Purchaser
            hereunder,  ensure  that the  Servicer  is in a position to promptly
            make duplicate copies of such Records reserved solely for the use of
            the Purchaser  hereunder and comprising part of the Records relating
            to the Purchased  Receivables and ensure that no Records that belong
            to the  Purchaser  are  permitted  to be seized  under any  security
            interest  granted to any third party;  provided that  information in
            such Records that does not pertain to the Purchased  Receivables may
            be redacted therefrom;

      (e)   on each Purchase Date:

            (i)   to  attempt  to  reconcile  all  reports   received  from  the
                  Securitization  Agent with those corresponding  reports of the
                  Sellers,  and promptly notify the Securitization  Agent of any
                  reconciliation discrepancy; and

            (ii)  upon  the   reasonable   request  of  any  of  the  Purchaser,
                  Securitization  Agent or Credit Enhancer therefor,  provide to
                  the Purchaser and/or Credit Enhancer,  as the case may be, any
                  other  information or documentation  relating to any Purchased
                  Receivable  that may be in  existence  in written  form or, if
                  available in Records  maintained by the Servicer,  that may be
                  produced with the Servicer's existing software,  provided that
                  there shall always be in written form or  producible  with the
                  Servicer's  existing  software  from the  Records  information
                  indicating  as  to  each  Purchased   Receivable  the  Obligor
                  thereunder,  the amount owing  thereunder  and the location of
                  the Records relating thereto;

      (f)   cooperate  with,  and offer such  assistance  as may  reasonably  be
            requested  by, the chartered  accountants  selected by the Purchaser
            and/or  Credit  Enhancer  to  furnish  reports  in  respect  of  the
            Purchaser and/or the Credit  Enhancer,  the Purchased Assets and the
            servicing of the Purchased  Receivables and Related Security related
            thereto under this Agreement,  and furnish in respect of, and within
            30 days after the date of, its preceding  fiscal year,  addressed to
            the  Securitization  Agent,  the Purchaser,  the Credit Enhancer and
            such other  Persons as the  Purchaser  and/or  Credit  Enhancer  may
            reasonably  designate,  a certificate  of an officer of the Servicer
            (on  behalf of the  Servicer,  without  personal  liability)  who is
            familiar with this  Agreement  certifying  that, to the knowledge of
            such  officer,  the  Servicer  complied in such fiscal year with its
            obligations hereunder except to the extent non-compliance  therewith
            did not materially  adversely  affect the interests of the Purchaser
            and/or  Credit  Enhancer  and  except as  further  set forth in such
            certificate;

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 46 -


                                                                    CONFIDENTIAL

      (g)   upon request of the  Purchaser  or the Credit  Enhancer and with the
            Servicer's  consent,  such consent not to be unreasonably  withheld,
            direct the Servicer's chartered  accountants to assist the chartered
            accountants  of the Purchaser  and/or Credit  Enhancer to the extent
            and in such manner as is  reasonably  required  for the  Purchaser's
            chartered   accountants   to  report  on  the  status  of  Purchased
            Receivables hereunder;

      (h)   promptly after the Servicer becomes aware thereof,  but in any event
            no later than two  Business  Days  thereafter,  provide  each of the
            Securitization  Agent,  the Purchaser  and the Credit  Enhancer with
            notice of the occurrence of any Servicer Termination Event;

      (i)   ensure  that all  information  related  to the  Purchased  Assets is
            maintained,  accessed and  transmitted in compliance in all material
            respects  with all laws and  regulations  in  Canada  regarding  the
            collection,  use and disclosure of personal  information,  including
            for  greater  certainty  the  Personal  Information  Protection  and
            Electronic  Documents  Act (Canada)  and all other  privacy laws and
            regulations of the individual  Provinces and the Federal  Government
            of Canada; and

      (j)   in the event of a  reconciliation  discrepancy  arising from Section
            5.7(e)(i),  to co-operate  with the Purchaser to diligently  resolve
            such issue in a timely manner.

5.8 Negative Covenants of the Servicer

            From the date of this  Agreement  until the Final  Collection  Date,
unless each of the Purchaser and the Credit Enhancer shall otherwise  consent in
writing, the Servicer covenants and agrees that it will not:

      (a)   make any material change to the Credit and Collection Policies;

      (b)   extend,  amend  or  otherwise  modify  the  terms  of any  Purchased
            Receivable  (other  than  adjusting,  settling or  compromising  the
            account or payment of a Purchased  Receivable in the ordinary course
            of  business  and in  accordance  with  the  Credit  and  Collection
            Policies),  or amend,  modify or waive any term or  condition of any
            Contract related thereto except in the case of any such Contracts or
            any amendments, modifications or waivers that: (i) do not affect the
            payment  terms of any  Purchased  Receivable;  (ii) do not adversely
            affect the quality or  collectibility  of any Purchased  Receivable;
            and (iii) are in accordance with the Credit and Collection Policies;

      (c)   sell,  assign or  otherwise  encumber  any of the  Purchased  Assets
            except in accordance with the terms of this Agreement;

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL

      (d)   release  any   security,   guarantee  or   insurance   securing  any
            Indebtedness under any of the Purchased  Receivables,  except to the
            extent  that  granting  such  release  is in  accordance  with  this
            Agreement,  the Credit and  Collection  Policies and the  Servicer's
            usual  practices  as an  obligee  or  such  security,  guarantee  or
            insurance is replaced in a form acceptable to the Purchaser,  acting
            reasonably; and

      (e)   take or omit to take any  action if the taking or  omitting  to take
            such  action  by the  Servicer  would  constitute  a  breach  in any
            material respect by the Servicer of any representation,  warranty or
            covenant  herein or in any other  document  delivered  hereunder  or
            thereunder or contemplated hereby or thereby.

5.9 Servicer Termination Events

            The  occurrence or existence of one or more of the following  events
or facts which is continuing  shall  constitute a "Servicer  Termination  Event"
hereunder:

      (a)   the  Servicer  fails to make any payment or deposit to be made by it
            hereunder within two Business Days of being due;

      (b)   the  Servicer  fails to  perform  or  observe  any term,  condition,
            covenant or  agreement  to be  performed or observed by it hereunder
            (other than as specified in Section 5.9(a)) which failure could have
            a Material Adverse Effect,  and any such failure remains  unremedied
            for 30 days after notice  thereof to the Servicer  (and the Canadian
            Seller, if the Canadian Seller is not the Servicer);

      (c)   any  representation  or warranty made by the Servicer in or pursuant
            to this  Agreement,  or any  Related  Document,  proves to have been
            false or incorrect in any material respect when made and, if capable
            of being cured, is not cured within 30 days of the Servicer becoming
            aware thereof;

      (d)   the  Servicer  (if  not  the  Canadian  Seller)  fails  to  pay  any
            Indebtedness  when due  (whether  by  scheduled  maturity,  required
            prepayment,  acceleration,  demand or  otherwise)  and such  failure
            continues after the applicable  grace period,  if any,  specified in
            any agreement or instrument  relating to such  Indebtedness;  or any
            other  default  under any  agreement or  instrument  relating to any
            Indebtedness,  or any other event, shall occur if the effect of such
            default  or event  would  result  in the  occurrence  of a  Material
            Adverse Effect; or

      (e)   the Servicer  shall  generally not pay its debts as they become due,
            or shall admit in writing its inability to pay its debts  generally,
            or shall make a general assignment for the benefit of creditors;  or
            any  proceedings  shall be  instituted  by or against  the  Servicer
            seeking  to  adjudicate   it  bankrupt  or  insolvent,   or  seeking
            liquidation,  winding-up,  reorganization,  arrangement, adjustment,
            protection, relief or

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL

            composition of it or its debts under any law relating to bankruptcy,
            insolvency,  reorganization  or relief of  debtors,  or seeking  the
            entry of an order  for  relief  by the  appointment  of a  receiver,
            trustee or other similar official for it or for any substantial part
            of its property and, if such proceeding has been instituted  against
            the  Servicer,  either  such  proceeding  has  not  been  stayed  or
            dismissed  within  45  days  or any of the  actions  sought  in such
            proceeding  (including  the  entry of an  order  for  relief  or the
            appointment  of a  receiver,  trustee,  custodian  or other  similar
            official) are granted in whole or in part, or the Servicer takes any
            corporate  action to authorize any of the actions  described in this
            Section 5.9(e).

5.10 Notice of Servicer Termination Events

            The  giving by the  Canadian  Seller of notice to the  Purchaser  as
required  hereunder of any event,  fact or circumstance that constitutes or with
the  giving  of  notice,  lapse of time or both,  would  constitute  a  Servicer
Termination  Event,  shall be deemed to  constitute  the giving of notice by the
Purchaser to the  Servicer of the same on the same date as the  Canadian  Seller
gives such notice.

5.11 Effecting a Service Transfer

            Upon the occurrence of a Servicer  Termination Event, the Purchaser,
either alone or at the request of the Credit Enhancer,  may effect a termination
of the Servicer's  designation as Servicer  hereunder (a "Service  Transfer") by
giving  written  notice  to  the  Servicer  of its  decision  to  terminate  the
Servicer's  engagement as Servicer,  which  termination shall take effect at the
time specified in such notice.

5.12 Appointment of Stand-By Servicer

            At any time upon the occurrence of a Servicer Termination Event, the
Securitization  Agent on behalf of the  Purchaser  may by  instrument in writing
appoint the Stand-By Servicer as the Servicer hereunder.

5.13 Collection and Remittance of Taxes

      (a)   To the extent that any Taxes have not been financed by the Purchaser
            upon the Purchase of the related Receivable,  the Seller while it is
            the  Servicer  shall be entitled to any amounts  paid by Obligors in
            respect  of  such  Taxes  payable  in  connection   with   Purchased
            Receivables that are deposited to a Collection  Account or otherwise
            held by the Purchaser,  and the Purchaser  shall  forthwith remit or
            cause to be remitted all such amounts to the Servicer.

      (b)   The Sellers  (including  the Canadian  Seller  whether acting in its
            personal  capacity or as  Servicer)  covenant  and agree to make all
            payments relating to the Purchased  Receivables  required to be made
            to Governmental Authorities and other Persons where a statutory lien
            or

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL

deemed trust might arise having priority over the Purchaser's  interest  therein
and, where a portion of the Purchased Receivables  represents an amount owing in
respect of federal or  provincial  Taxes,  to remit the amount of Taxes owing in
respect of such Receivables.

      (c) After the  appointment  of the first Stand-By  Servicer,  the Stand-By
Servicer  shall,  unless it is remitting  such Taxes  directly to the applicable
Governmental  Authority, by notice to the Canadian Seller, remit to the Canadian
Seller  out of  Collections  the  amount of any Taxes  owing in  respect  of the
Purchased Receivables,  in which event the Canadian Seller shall comply with the
remittance  obligations set out in Section 5.6(h) as if the same were amended so
that the word "Servicer" read "Canadian Seller".

5.14 Additional Seller Covenants Following a Service Transfer

            From and after a Service  Transfer until the Final  Collection Date,
each Seller  covenants  and agrees that it shall  forthwith,  in addition to any
other  obligations,  upon  the  request  of the  Purchaser  and at the  Sellers'
expense:

      (a)   instruct  the Obligor of each  Purchased  Receivable  (and any other
            Persons, if applicable,  in the case of the Related Security related
            thereto) to remit all payments due under the Purchased Assets to the
            Stand-By Servicer;

      (b)   remit to the Stand-By  Servicer all payments received by each Seller
            from Obligors of Purchased  Receivables  and from other Persons,  if
            applicable, under the Related Security related thereto;

      (c)   segregate  all  cash,  cheques  and other  instruments  constituting
            Collections  received by the relevant Seller in a manner  acceptable
            to the  Purchaser  and the Credit  Enhancer  and,  immediately  upon
            receipt,  deliver  all such  cash,  cheques  and  instruments,  duly
            endorsed  or  with  duly  executed   instruments  of  transfer,   in
            accordance with Section 3.1(c);

      (d)   co-operate   fully  with  the   Stand-By   Servicer  in  the  prompt
            preparation and delivery to the Purchaser and the Credit Enhancer of
            the report and notices to be delivered by the Servicer under Section
            5.6 and provide the Purchaser with such other reports,  information,
            documents  and  records  as the  Purchaser  may  reasonably  request
            promptly following each such request;

      (e)   deliver  up copies  or  originals  of all  Records  relating  to the
            Purchased   Receivables   (including  computer  diskettes  or  tapes
            containing  all  information  necessary or  reasonably  desirable to
            enable the Purchaser or its agent to collect the amounts owing under
            the  Purchased   Receivables,   together  with  a  printed  copy  or
            microfiche  of all such  information)  to the Purchaser or as it may
            direct in writing  (or retain the same in  segregated  storage if so
            directed), and provide the Purchaser

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                                                    CONFIDENTIAL

            or its agent with all  reasonable  assistance  necessary to decipher
            the information contained on the computer diskettes or tapes; and

      (f)   perform  any  and all  acts  and  execute  and  deliver  any and all
            documents as may  reasonably  be requested by the Purchaser in order
            to effect the  purposes of this  Agreement or to enable the Stand-By
            Servicer to collect and enforce the  Purchased  Receivables  and any
            Related Security or Contract related thereto.

5.15 Purchaser Rights Following a Service Transfer

            Upon a Service Transfer,  the Purchaser may, but is not required to,
at any time,  directly  or  through  the  Securitization  Agent or the  Stand-By
Servicer, without limitation:

      (a)   perform the  services,  duties and  functions  specified in Sections
            5.6, 5.7, 5.13 and 5.14 with respect to the Purchased  Assets in any
            manner the Purchaser reasonably deems fit;

      (b)   notify any Obligor of the  purchase by the  Purchaser  and the sale,
            transfer and  assignment by the Sellers of any Purchased  Receivable
            under this Agreement;

      (c)   contact  any Obligor of  Purchased  Receivables  for any  reasonable
            purpose,  including for the  performance of audits and  verification
            analyses,  and the  determination of account balances and other data
            maintained by the Canadian Seller in its capacity as Servicer;

      (d)   direct any Obligor to make all payments on account of any  Purchased
            Receivables  directly to the  Purchaser at an address  designated by
            the Purchaser or to such third party  (including the  Securitization
            Agent or the  Stand-By  Servicer)  or bank or  depositary  as may be
            designated by the Purchaser; and

      (e)   proceed  directly  against  any  Obligor  and take any and all other
            actions,  in the relevant  Seller's name or otherwise,  necessary or
            reasonably  desirable  to  collect  any of the  Purchased  Assets or
            effect any related result.

5.16 Power of Attorney

            Each Seller, subject to Section 5.18, hereby grants to the Purchaser
an irrevocable power of attorney and hereby  irrevocably  appoints the Purchaser
as each Seller's attorney-in-fact, with full power of substitution and expressly
coupled  with an interest in favour of the  Purchaser,  to take in the place and
stead of and in the name of each Seller or in the Purchaser's own name from time
to time at the Purchaser's  discretion,  acting reasonably,  such actions as the
Sellers  may be  obligated  to  take  hereunder  or as the  Purchaser  may  deem
necessary or advisable to collect,  endorse,  negotiate or otherwise  realize on
any Purchased Receivable, the Related Security related

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                                                    CONFIDENTIAL

thereto or any part thereof,  any negotiable  instrument,  or other right of any
kind, held or owned by the Sellers and sold, transferred,  assigned or delivered
to or received by the Purchaser as payment on account or otherwise in respect of
any of the Purchased Assets, including:

      (a)   to  evidence or protect the  Purchaser's  ownership  interest in the
            Purchased  Assets and to execute and file, in each Seller's name and
            on each Seller's behalf, such recording, registration,  financing or
            similar   statements   (including  any   amendments,   renewals  and
            continuation  statements) under applicable Laws,  including,  in any
            personal property registry office,  in such  jurisdictions  where it
            may be  necessary to  validate,  perfect or protect the  Purchaser's
            position as owner of the Purchased Assets;

      (b)   to ask, demand,  collect,  sue for, recover,  compound,  receive and
            give  acquittance  and  receipts for monies due and to become due in
            connection  with the Purchased  Receivables or otherwise owed to the
            Purchaser;

      (c)   to  receive,  endorse  and  collect  any  cheques,  drafts  or other
            instruments,  documents and chattel paper in connection  with monies
            due and to become due in connection  with the Purchased  Receivables
            or otherwise owed to the Purchaser;

      (d)   to file any claims or take any action or institute  any  proceedings
            that the  Purchaser  may deem to be necessary  or desirable  for the
            collection of any Purchased Receivable; and

      (e)   to execute and  deliver,  in the relevant  Seller's  name and on the
            relevant Seller's behalf, such instruments and documents  (including
            assignments) necessary or desirable in furtherance of the foregoing.

5.17 Execution of Additional Powers

            Subject to Section  5.18,  the  Sellers,  following a request by the
Purchaser to do so, shall  promptly  execute and deliver to the  Purchaser  such
other  powers  of  attorney  in such  form and  having  such  content  as may be
necessary  or  reasonably  appropriate  to enable the  Purchaser to exercise the
powers described in Section 5.16.

5.18 Restrictions on Use

            The  Purchaser  covenants and agrees with the Sellers not to use the
powers  granted by Section  5.16 or  pursuant  to Section  5.17 unless the first
Service Transfer shall have occurred.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                                                    CONFIDENTIAL

                                    ARTICLE 6
                              CONDITIONS PRECEDENT

6.1 Conditions Precedent to Initial Purchase

            On or prior to the Initial  Purchase Date, the following  shall have
occurred,  or each Seller shall have  delivered or caused to be delivered to the
Purchaser,  the Securitization  Agent and/or the Credit Enhancer,  as may apply,
the following documents, in each case, in form and substance satisfactory to the
Purchaser, the Securitization Agent and/or the Credit Enhancer:

      (a)   executed  copies of this  Agreement,  the Assignment and the Related
            Documents  required to be delivered in  connection  with the Initial
            Purchase,  including a certified  copy of the Credit and  Collection
            Policies;

      (b)   a  certificate  of an  officer  of  each  Seller  providing  for and
            certifying the resolutions of the board of directors or shareholders
            of such Seller approving and authorizing the execution, delivery and
            performance  of  this  Agreement  and  the  other  documents  to  be
            delivered by the relevant Seller hereunder and the assignment of the
            Receivables,  and  the  Related  Security  and  Collections  related
            thereto, hereunder;

      (c)   an incumbency  certificate of the officers of each Seller  executing
            this  Agreement  and the other  documents  to be  delivered  by each
            Seller   hereunder   showing  their  names,   offices  and  specimen
            signatures  on  which  certificate  the  Purchaser  and  the  Credit
            Enhancer shall be entitled to  conclusively  rely until such time as
            each  Seller   delivers  a  replacement   certificate   meeting  the
            requirements of this Section 6.1(c);

      (d)   certified  copies of the  constating  documents  and by-laws of each
            Seller;

      (e)   for each  Seller,  certificates  of status,  of good  standing or of
            compliance,   as   appropriate,   issued  by  its   jurisdiction  of
            incorporation  and by each  jurisdiction  where  registrations  have
            been, or are to be, effected in respect of the Purchaser's ownership
            interest  in  the   Purchased   Assets   evidencing   each  Seller's
            registration and good standing as a registered corporation therein;

      (f)   reports showing the results of the searches conducted in each of the
            Provinces and  Territories  in Canada and the States of Virginia and
            Delaware in the United States  against the relevant  Seller and each
            predecessor of such Seller on the Business Day immediately preceding
            the Initial  Purchase  Date (or as near as  practicable  thereto) to
            determine  the  existence of any Liens in the assets of the relevant
            Seller or in the  Receivables,  the Related  Security or Collections
            related  thereto,  together with a certificate  of an officer of the
            relevant Seller certifying that the

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                                                    CONFIDENTIAL

            aforementioned  searches  disclosed no Liens  registered or recorded
            against the relevant Seller or its predecessors with respect to, and
            then  applicable  to,  the  Receivables,  the  Related  Security  or
            Collections  related  thereto,  prior to the date shown as the "file
            currency date" (or similar designation) on the search reports, other
            than those for which  discharges  or releases  have been provided in
            accordance  with  Section  6.1(h),  and,  if  required by the Rating
            Agency,  an  opinion  of  counsel  in  each  of  the  Provinces  and
            Territories in Canada and the States of Virginia and Delaware in the
            United States on the due  registration  within such  jurisdiction of
            the  Purchaser's  purchase of, and its  interest  in, the  Purchased
            Assets;

      (g)   copies of properly completed and duly registered  assignments and/or
            financing  statements  or  verification  statements  for each of the
            Provinces and  Territories  in Canada and the States of Virginia and
            Delaware in the United  States,  with the  registration  particulars
            stamped thereon,  dated prior to (where permitted by applicable Law)
            the  Initial  Purchase  Date naming the  relevant  Seller as seller,
            assignor  or debtor and the  Purchaser  as  purchaser,  assignee  or
            secured party, and/or such other similar instruments or documents as
            may be necessary  and/or,  in the  Purchaser's  reasonable  opinion,
            advisable  under any applicable  PPSA to perfect,  record or protect
            the Purchaser's ownership interest in the Purchased Assets;

      (h)   executed copies of all discharges and releases,  if any,  reasonably
            required by the  Purchaser  or necessary to discharge or release all
            Liens or interests of any Person in the Purchased  Receivables,  the
            Contracts,  the Related Security and the Collections related thereto
            previously granted by the relevant Seller;

      (i)   an opinion of  counsel to each  Seller  dated as of the date of this
            Agreement; and

      (j)   such other  documentation as may be required by (i) the Purchaser or
            its counsel,  (ii) the  relevant  Seller or its counsel or (iii) the
            Credit Enhancer or its counsel, in each case, acting reasonably.

6.2 Conditions Precedent to All Purchases

            Prior to each Purchase  hereunder  (including the Initial Purchase),
the following  conditions precedent shall have been satisfied by each Seller, as
the  case  may be,  in each  case,  in form and  substance  satisfactory  to the
Purchaser and the Credit Enhancer:

      (a)   the  Securitization  Agent shall have  received the Purchase  Notice
            and,  for any  Purchase  other than the Initial  Purchase,  the most
            recent Periodic Report;

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL

      (b)   the  representations  and  warranties  of the Sellers  contained  in
            Section 4.1 shall be true and correct on and as of the Purchase Date
            as though made on and as of such date;

      (c)   no event shall have occurred and be continuing, or would result from
            the Purchase,  which would constitute an Amortization Event or would
            constitute an Amortization Event but for the requirement that notice
            be given or lapse of time or both;

      (d)   all  documents,  instruments  and  agreements  required by the terms
            hereof to be delivered to the Purchaser,  the  Securitization  Agent
            and the  Credit  Enhancer  on the date of the  Purchase  shall be so
            delivered  and shall be  satisfactory  in form and  substance to the
            Purchaser and the Credit Enhancer, acting reasonably; and

      (e)   the Insurance Policy shall be in full force and effect.

            6.3   Undertaking of Purchaser

            If  requested  by the  Canadian  Seller,  for and on  behalf  of the
Sellers,  the Purchaser  shall,  prior to each Purchase  (including  the Initial
Purchase), execute and deliver any agreement which in the opinion of the Sellers
and the Purchaser is reasonably required to evidence the respective interests of
the  Purchaser  and any creditor of or purchaser  from the Sellers in and to any
Receivables,  provided  such  agreement  shall  be in form  satisfactory  to the
Purchaser and the Sellers, each acting reasonably.

                                    ARTICLE 7
                               AMORTIZATION EVENTS

7.1 Meaning of Amortization Event

            The term "Amortization  Event" means any one of the following events
or circumstances:

      (a)   the Sellers or the Servicer  (if the  Canadian  Seller) fail to make
            any  payment  or  deposit  to be made  by it  hereunder  within  two
            Business Days of being due;

      (b)   the  Sellers  or the  Servicer  (if the  Canadian  Seller)  fails to
            perform or observe any term, condition,  covenant or agreement to be
            performed or observed by it  hereunder  or under the Cheque  Deposit
            Agreement or any other  agreement  relating  hereto (other than that
            specified in Section 7.1(a)),  which failure,  in the opinion of the
            Securitization  Agent,  acting  reasonably,  could  have a  Material
            Adverse Effect,  and any such failure remains unremedied for 30 days
            after notice thereof to the Seller and the Servicer;

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                                                    CONFIDENTIAL

      (c)   the occurrence of any Servicer Termination Event;

      (d)   any  representation  or warranty made by the relevant Seller (or any
            of its  officers)  in or pursuant to this  Agreement,  any  Periodic
            Report or any other  Related  Document  proves to have been false or
            incorrect in any material respect when made and, if capable of being
            cured,  is not cured  within 30 days of such Seller  becoming  aware
            thereof;

      (e)   the Sellers shall fail to pay any amount in respect of  Indebtedness
            in  excess  of  CAD3.5  million  (or  the  equivalent  in any  other
            currency) in the aggregate,  or any interest or premium thereon,  in
            any such case,  when due  (whether by scheduled  maturity,  required
            prepayment,  acceleration,  demand or  otherwise)  and such  failure
            shall continue after the applicable grace period, if any,  specified
            in any agreement or instrument  relating to such Indebtedness or any
            other  default  under any  agreement or  instrument  relating to any
            Indebtedness  in excess of CAD5  million (or the  equivalent  in any
            other currency) in the aggregate, or any other event, shall occur if
            the effect of such default or event is to accelerate the maturity of
            any Indebtedness;  or any Indebtedness in excess of CAD5 million (or
            the  equivalent in any other  currency)  shall be declared to be due
            and  payable,  or required to be prepaid  (other than by a regularly
            scheduled required prepayment),  redeemed, purchased or defeased, or
            an  offer  to  prepay,   redeem,   purchase   or  defease  any  such
            Indebtedness  shall be required to be made, in any such case,  prior
            to the stated maturity thereof;

      (f)   except as permitted hereby,  any Purchase ceases to create or result
            in legal and equitable  title to and  ownership of all right,  title
            and interest in, to and under the related Purchased Assets in favour
            of the  Purchaser  free and clear of any Lien,  and any such failure
            remains  unremedied for 10 days after notice thereof to the Canadian
            Seller;

      (g)   the relevant Seller shall generally not pay its debts as they become
            due,  or shall  admit in  writing  its  inability  to pay its  debts
            generally,  or shall make a general  assignment  for the  benefit of
            creditors; or any proceedings shall be instituted by or against such
            Seller  seeking to adjudicate  it bankrupt or insolvent,  or seeking
            liquidation,  winding-up,  reorganization,  arrangement, adjustment,
            protection,  relief or  composition of it or its debts under any law
            relating  to  bankruptcy,  insolvency,  reorganization  or relief of
            debtors,  or  seeking  the  entry  of an  order  for  relief  by the
            appointment of a receiver,  trustee or other similar official for it
            or for any substantial  part of its property and, if such proceeding
            has been instituted against such Seller,  either such proceeding has
            not been  stayed or  dismissed  within 45 days or any of the actions
            sought  in such  proceeding  (including  the  entry of an order  for
            relief or the appointment of a receiver, trustee, custodian or

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL

            other  similar  official)  is granted  in whole or in part,  or such
            Seller takes any  corporate  action to authorize  any of the actions
            described in this Section 7.1(g);

      (h)   in  the  reasonable  opinion  of  the  Securitization  Agent,  after
            consultation  with the Purchaser and the Credit Enhancer,  (i) there
            shall be  evidence  of fraud on the part of the  relevant  Seller or
            (ii) there shall have occurred a material adverse change, other than
            as a result of an event  already  listed in this Section 7.1, in the
            financial condition or operations of the relevant Seller which could
            have a Material Adverse Effect;

      (i)   the  Insurance  Policy is not renewed or is  otherwise  cancelled or
            terminated  and  no  replacement  Credit  Enhancer  provides  credit
            enhancement  acceptable  to the  Purchaser  and  the  Securitization
            Agent;

      (j)   there shall come into  existence any  prohibition at law against the
            Seller selling, or the Purchaser purchasing, the Receivables, or the
            Related Security and Collections relating thereto,  pursuant to this
            Agreement;

      (k)   denial of any claim under the terms of the  Insurance  Policy due to
            negligence  with  respect to  failing to comply  with the Credit and
            Collection  Policies  or fraud on the  part of the  Servicer  or any
            improper record keeping or servicing practices of the Servicer;

      (l)   the  aggregate  Credit  Losses  since the  commencement  of the then
            current program year exceeds CAD5,000,000 converted, if required, at
            the BoC Daily  Noon Rate in  effect at the time of the  Credit  Loss
            original invoice date;

      (m)   the aggregate Credit Losses with respect to  Discretionary  Obligors
            since the  commencement  of the then  current  program  year exceeds
            CAD2,500,000  converted,  if required, at the BoC Daily Noon Rate in
            effect at the time of the Credit Loss original invoice date;

      (n)   the weighted  average Dilution Ratio exceeds 19.8% for a period of 7
            consecutive days, calculated as the quotient of:

            (i)   the sum of:

                  (A)   Dilution Ratio for Purchased Receivables  denominated in
                        United  States  Dollars on that day,  multiplied  by the
                        Outstanding  Principal Balance of Purchased  Receivables
                        denominated  in  United  States  Dollars  on  that  day,
                        converted to Canadian Dollars at the BoC Daily Noon Rate
                        on that day; and

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                                                    CONFIDENTIAL

                  (B)   Dilution Ratio for Purchased Receivables  denominated in
                        Canadian   Dollars  on  that  day,   multiplied  by  the
                        Outstanding  Principal Balance of Purchased  Receivables
                        denominated in Canadian Dollars on that day; over

            (ii)  the Outstanding Principal Balance of all Purchased Receivables
                  on that day, with Purchased Receivables  denominated in United
                  States Dollars  converted to Canadian Dollars at the BoC Daily
                  Noon Rate on that day;

      (o)   the weighted  average  Default Ratio exceeds 15.0% for a period of 7
            consecutive days, which on any day is equal to the quotient of:

            (i)   the sum of:

                  (A)   Default Ratio for Purchased  Receivables  denominated in
                        United  States  Dollars on that day,  multiplied  by the
                        Outstanding  Principal Balance of Purchased  Receivables
                        denominated  in  United  States  Dollars  on  that  day,
                        converted to Canadian Dollars at the BoC Daily Noon Rate
                        on that day; and

                  (B)   Default Ratio for Purchased  Receivables  denominated in
                        Canadian   Dollars  on  that  day,   multiplied  by  the
                        Outstanding  Principal Balance of Purchased  Receivables
                        denominated in Canadian Dollars on that day; over

            (ii)  the Outstanding Principal Balance of all Purchased Receivables
                  on that day, with Purchased Receivables  denominated in United
                  States Dollars  converted to Canadian Dollars at the BoC Daily
                  Noon Rate on that day;

      (p)   the  weighted  average  DSO  exceeds  85  days  for  a  period  of 7
            consecutive days, which on any day is equal to the quotient of:

            (i)   the sum of:

                  (A)   DSO for  Purchased  Receivables  denominated  in  United
                        States   Dollars   on  that  day,   multiplied   by  the
                        Outstanding  Principal Balance of Purchased  Receivables
                        denominated  in  United  States  Dollars  on  that  day,
                        converted to Canadian Dollars at the BoC Daily Noon Rate
                        on that day; and

                  (B)   DSO for Purchased  Receivables  denominated  in Canadian
                        Dollars  on  that  day,  multiplied  by the  Outstanding
                        Principal Balance of

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                        Purchased Receivables denominated in Canadian Dollars on
                        that day; over

            (ii)  the Outstanding Principal Balance of all Purchased Receivables
                  on that day, with Purchased Receivables  denominated in United
                  States Dollars  converted to Canadian Dollars at the BoC Daily
                  Noon Rate on that day;

      (q)   if  greater  than  10%  of  the  Outstanding  Principal  Balance  of
            Purchased  Receivables  owing by the  Obligors  thereunder  during a
            calendar  month are not  deposited  into the  Collection  Account as
            required by Section 3.1(c);

      (r)   the  balance  of the  applicable  Reserve  Account  is less than the
            Required  Balance in the same currency as the Reserve  Account for a
            period of 7 consecutive days;

      (s)   if the Sellers'  Consolidated  Shareholders' Equity, plus the value,
            at the time of issuance,  of any  preference  shares  (including any
            series  thereof)  issued to the  shareholders of the Canadian Seller
            and not  included in the  Consolidated  Shareholders'  Equity  falls
            below CAD40 million; and

      (t)   any of (i) the  long-term  debt rating of the Insurer falls below A-
            by Standard & Poors  Corporation,  and the  Insurance  Policy is not
            replaced with another Insurer within 30 Business Days.

7.2 Action Upon an Amortization Event

            Upon the occurrence of any Amortization  Event described in Sections
7.1(b),  (c), (d), (h), (i), (j) or (k), the Purchaser or its  authorized  agent
may, by notice to the Canadian  Seller,  declare the  Amortization  Commencement
Date to have occurred on the date specified in such notice,  which date shall be
not less than two Business  Days  subsequent to the date such notice is given to
the Canadian  Seller.  If the Canadian Seller gives notice to the Purchaser that
any Amortization Event described in Sections 7.1(l) through (o), inclusive,  has
occurred,  or if the  Purchaser  gives  notice to the  Canadian  Seller that the
Purchaser has  determined  that any such  Amortization  Event has occurred,  the
Amortization Commencement Date shall occur automatically upon the giving of such
notice  by the  Canadian  Seller to the  Purchaser  or by the  Purchaser  to the
Canadian  Seller,  as the case may be,  without  the  necessity  of any  further
notice. Upon the occurrence of any other Amortization Event described in Section
7.1, the Amortization  Commencement Date will occur  automatically,  without the
necessity of any notice;  provided,  however,  that the  Purchaser  will provide
notice  of  such  occurrence  promptly  upon  having  actual  knowledge  of  the
occurrence  of such event and provided that the  Purchaser's  failure to provide
any such notice shall not derogate from its rights and remedies hereunder.  Upon
any such  declaration  or automatic  occurrence,  the  Purchaser  shall have, in
addition to its rights and remedies  hereunder and under the Related  Documents,
all other rights and remedies under applicable laws and otherwise,  which rights
and remedies will be cumulative. Notwithstanding

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                                                    CONFIDENTIAL

the above, the Purchaser, with the consent of the Credit Enhancer, may waive any
Amortization Event in its sole discretion.

7.3 Seller Designated Amortization Commencement Date

            The  Canadian   Seller  may   designate  any  Business  Day  as  the
Amortization  Commencement  Date if the Sellers'  Auditors,  acting  reasonably,
determine that any purchase proposed to be made pursuant to Section 2.1 will not
result in the relevant  Purchased Assets being removed from the Sellers' balance
sheet under  Canadian  GAAP or US GAAP,  and the Canadian  Seller has provided a
letter from the Sellers' Auditors addressed to each of the Purchaser, the Credit
Enhancer and the Securitization Agent setting out the rationale therefor.

7.4 Early Amortization Commencement Date Fee

            If an Amortization Commencement Date results from the designation by
the  Canadian  Seller  thereof  pursuant  to  clause  (c) of the  definition  of
Amortization  Commencement  Date and such  Amortization  Commencement Date falls
within  three years of the date hereof,  the Canadian  Seller shall pay a fee to
the Securitization  Agent on behalf of the Purchaser equal to the product of (a)
0.80%, (b) the Purchase Limit, (c) 0.50 if the declaration  occurs less than two
years  after the date hereof or 0.25 if the  declaration  occurs on or after two
years  from the date  hereof  and (d) the number of days  between  the  original
Amortization  Commencement  Date and the  designated  Amortization  Commencement
Date,  divided by 365; provided,  however,  that no such fee shall be payable in
circumstances where the Canadian Seller's  designation is a direct result of (i)
repeated  aberrations in the Purchaser's  ability to raise the funds required to
effect Purchases, (ii) the premiums due under the Insurance Policy exceeding the
Insurance Premium Limit,  (iii) the Insurance Policy being materially amended or
terminated,  (iv) the Canadian  Seller being unable to achieve off balance sheet
treatment  according to Canadian  GAAP or US GAAP by December  31,  2004,  (v) a
business  disruption to the Sellers as provided for in Section  10.20,  (vi) the
payment of a third party  expense  that  exceeds  CAD35,000  as provided  for in
Section  2.1(d)(vi) or 3.3(d)(ii),  (vii) an assignment of this Agreement by the
Purchaser  where the  assignment is reasonably  likely to result in a materially
higher cost to the Sellers; or (viii) the Securitization  Agent or the Purchaser
failing to perform or observe any term,  condition,  covenant or agreement to be
performed or observed by it hereunder or any other agreement relating hereto and
any such failure  remains  unremedied  for 30 days after  notice  thereof by the
Canadian Seller to the Purchaser and Securitization Agent.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                   ARTICLE 8
                  MATTERS RELATING TO THE SECURITIZATION AGENT

8.1 Delegation to the Securitization Agent

            The Purchaser may delegate to the Securitization Agent all or any of
its powers,  rights and discretion  hereunder,  and the Securitization Agent may
from time to time take such actions and  exercise  such powers for and on behalf
of the  Purchaser  as are  delegated to it or  contemplated  hereby and all such
actions and powers as are reasonably  incidental  thereto.  The Sellers shall be
entitled to and be fully protected in relying on any  instruction  made or given
by the Securitization  Agent in accordance with this Section 8.1, and shall have
no liability to the Purchaser in respect of such reliance.

8.2 Limitation of Liability of the Securitization Agent and Issuer Trustee

            This  Agreement  shall be deemed and  construed  for all purposes as
being made by the Securitization Agent in, and only in, its capacity as agent of
the Purchaser.  This Agreement shall be deemed and construed for all purposes as
made by the Issuer  Trustee,  in, and only in,  its  capacity  as trustee of the
Purchaser  through its agent,  the  Securitization  Agent.  Except for the gross
negligence or wilful  misconduct on the part of the  Securitization  Agent,  the
Securitization Agent and its directors, officers, agents, employees, consultants
and shareholders  shall have no liability under this Agreement and any liability
of the Issuer Trustee under this Agreement is non-recourse to the Issuer Trustee
in its personal capacity and limited solely to the property of the Purchaser. No
property  of the  Securitization  Agent and no other  property  or assets of the
Issuer Trustee, whether owned by it in its personal capacity or otherwise,  will
be subject to levy, execution or other enforcement  procedure with regard to any
obligation  under  this  Agreement.  Without  limiting  the  generality  of  the
foregoing, and notwithstanding any term or provision hereof to the contrary, the
Sellers hereby acknowledge and agree that the Securitization Agent acts as agent
for the Purchaser and has no duties or  obligations  to, will incur no liability
to, and does not act as an agent in any capacity for, the Sellers.

8.3 Responsibilities of the Sellers

            The  parties   acknowledge   that  the  Sellers  are  not   selling,
transferring or assigning to the Purchaser their rights or obligations under any
Contract  except to the extent  necessary for the collection and  enforcement of
the  Purchased  Receivables  arising out of the  Contract.  In this regard,  and
notwithstanding anything contained herein to the contrary:

      (a)   each Seller shall remain  responsible and liable under the Purchased
            Receivables,   the  Related   Security  and  any  Contract  for  the
            performance of all such Seller's duties and  obligations  thereunder
            notwithstanding the sale to the Purchaser of the Receivables payable
            thereunder;

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                                                    CONFIDENTIAL

      (b)   the   exercise   by  the   Purchaser   (directly   or  through   the
            Securitization  Agent)  of any of its  rights  hereunder  shall  not
            release the Sellers  from any of their  duties or  obligations  with
            respect  to,  or  under,  the  Purchased  Receivables,  the  Related
            Security or any Contract; and

      (c)   neither the  Purchaser  nor the  Securitization  Agent will have any
            duty or obligation with respect to any Receivables or Contracts, nor
            will the  Purchaser  or the  Securitization  Agent be  obligated  to
            perform any of the duties or obligations of the Sellers thereunder.

8.4 Other Dealings

            The Purchaser and its agents,  including the  Securitization  Agent,
the  Stand-By  Servicer  and each of their  respective  Affiliates,  if any, may
generally  engage in any kind of business with the Sellers,  the Purchaser,  any
Obligor,  any of their respective  Affiliates and any Person who may do business
with or own  securities  of any  thereof,  all as if they did not have rights or
obligations  hereunder or under any related deed or  agreement,  and without any
duty to account  therefor  hereunder to the Sellers,  the Purchaser or any other
Person.

8.5 Lockbox Fees

            The Sellers  agree to pay the fees  relating to the Lockbox (and the
services  of Symcor  Inc.  and  Harris  Trust  and  Savings  Bank in  connection
therewith) to the Securitization  Agent forthwith upon receipt by the Sellers of
an invoice from the Securitization Agent for such fees. If such fees are, in the
opinion of the Sellers,  acting  reasonably,  not competitive with other lockbox
service providers,  the parties agree to take all reasonably  necessary steps to
put in place alternative lockbox arrangements.

                                   ARTICLE 9
                                 INDEMNIFICATION

9.1 Indemnities by the Sellers

            Without prejudice to any other rights of the Purchaser  hereunder or
under any applicable  Law, the Sellers  (which,  in this Article 9 shall include
the Canadian Seller in its capacity as Servicer),  jointly and severally, hereby
agree to indemnify each of the Securitization  Agent (in its own capacity and in
trust for each of its shareholders,  officers,  employees,  agents and permitted
assigns)  and the  Purchaser  (in its own  capacity and in trust for each of its
beneficiaries,  the Issuer  Trustee and permitted  assigns)  (collectively,  the
"Indemnified  Parties")  and to save them  harmless from and against any and all
damages, losses, claims,  liabilities,  costs and expenses (including reasonable
legal fees and  disbursements  on a solicitor  and client  basis,  but excluding
consequential, indirect, punitive or exemplary damages and any loss of future

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL


profit  or  fees)  (all  of the  foregoing  being  collectively  referred  to as
"Indemnified Amounts") awarded against or incurred by any of them arising out of
or as a result of:

      (a)   the sale, transfer and assignment by the Sellers to the Purchaser of
            a Receivable,  other than a Quebec Receivable,  which at the time of
            such transfer was not an Eligible Receivable;

      (b)   the Payment by the Purchaser to the Sellers,  in respect of a Quebec
            Receivable,  which at the time of such Payment,  was not an Eligible
            Receivable;

      (c)   reliance on any representation or warranty made or deemed to be made
            by the Sellers (or any of their  directors  and  officers)  in or in
            connection with this  Agreement,  any Periodic Report or any Related
            Document  which was  incorrect in any material  respect when made or
            deemed made or delivered;

      (d)   the failure by the Sellers to comply  with any  applicable  Law with
            respect  to  any  Receivable  that  would   constitute  an  Eligible
            Receivable hereunder and any Contract or Related Security in respect
            thereof,  or to  perform  its  material  obligations  under any such
            Contract, or the non-conformity of any such Receivable,  Contract or
            Related Security with any applicable Law;

      (e)   the failure to sell,  assign,  transfer and convey absolutely to the
            Purchaser either legal or equitable ownership in, and to vest in and
            maintain  vested in the Purchaser  such  Receivables  as are, or are
            intended  to be,  Purchased  Receivables  and  all  Collections  and
            Related  Security  related  thereto,  and/or the failure to transfer
            such Collections received by the Sellers to the Securitization Agent
            for the  benefit  of the  Purchaser,  all free and clear of any Lien
            (whether  existing at the time of the purchase  under this Agreement
            or intended purchase thereof or arising at any time thereafter);

      (f)   the  failure to file in a timely  fashion  financing  statements  or
            other  similar   instruments   or  documents,   or   instruments  of
            assignment,  under any applicable Law with respect to this Agreement
            or any  Purchase  under this  Agreement,  whether at the time of any
            Purchase or at any time thereafter;

      (g)   the payment by the  Purchaser  of any amount of  Collections  to the
            Sellers which, for any reason whatsoever,  should not have been paid
            to the Sellers;

      (h)   any dispute,  claim, set-off or defence of an Obligor (other than as
            a result of the  Obligor's  discharge in  bankruptcy  or a statutory
            limitation  on the  rights of  secured  parties  to  exercise  their
            remedies) to the payment of any  Purchased  Receivable,  including a
            defence based on the Purchased  Receivables not being a legal, valid
            and  binding  obligation  of the  Obligor,  enforceable  against the
            Obligor in

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 63 -


                                                                    CONFIDENTIAL

            accordance  with its terms,  or any other claim  resulting  from the
            sale of any goods or services relating to such Purchased  Receivable
            or the furnishing or failure to furnish any such goods or services;

      (i)   any products liability claim, suit or other similar or related claim
            or action of whatsoever  sort arising out of or in  connection  with
            any  goods  or  services  that  are  the  subject  of any  Purchased
            Receivable or Contract related thereto;

      (j)   any  failure of the  Sellers  to  perform  or  observe  any of their
            duties,  covenants or obligations  under this Agreement,  the Cheque
            Deposit  Agreement  or  any  other  agreement   relating  hereto  or
            contemplated hereby;

      (k)   any Canadian, foreign, federal, provincial,  state, municipal, local
            or other Tax of any kind or nature whatsoever that may be imposed on
            the Securitization  Agent or the Purchaser on account of any payment
            made under this  Article 9;  provided  that,  in respect of any such
            Taxes for which the  Purchaser  may be  liable,  the  Sellers  shall
            indemnify  and hold  harmless the  Purchaser  only in respect of any
            such Taxes imposed after the date of this Agreement;

      (l)   any Canadian, foreign, federal, provincial,  state, municipal, local
            or other Tax of any kind or nature whatsoever that may be imposed on
            the Purchaser or the Purchased  Assets  (except for Taxes on the net
            income, profits or capital of the Purchaser and any additional Taxes
            that result solely by virtue of an assignment by the Purchaser to or
            the exercise of any rights under this Agreement by a non-resident of
            Canada) with  respect to, or  resulting  from any delay in paying or
            any  omission to pay,  any Taxes  required  to be paid,  deducted or
            withheld and remitted,  in connection with the execution,  delivery,
            filing,   recording  and  enforcement  hereof  and  of  the  Related
            Documents or in connection with the consummation of the transactions
            (including  any Purchase by the  Purchaser of Purchased  Receivables
            and  Related   Security  related  thereto)  or  performance  of  the
            obligations  contemplated  hereby  and  thereby;  provided  that the
            Purchaser   shall  first   provide  the  Sellers   with   reasonable
            documentary  evidence  that such Taxes or payments are due and owing
            by the Purchaser and further provided that no such gross-up shall be
            required,  or,  as the  case  may be,  any  such  payment  otherwise
            required  shall be  reduced,  in  either  case,  to the  extent  of,
            determined  in the sole  discretion of the  Purchaser,  any benefit,
            deduction,  credit  or  other  reduction  in  Taxes  received  by or
            otherwise  allowed to the  Purchaser in respect of any such payment;
            or

      (m)   any  remittance  from  Collections  which  may  be  required  by the
            Minister  of  National  Revenue  pursuant  to  the  Excise  Tax  Act
            (Canada),  provided  that any payment  required  under this  Section
            9.1(m) shall be reduced to the extent of,

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL

            determined  in the sole  discretion of the  Purchaser,  any benefit,
            deduction,  credit  or  other  reduction  in  Taxes  received  by or
            otherwise allowed to the Purchaser in respect of any such payment,

excluding,  however,  in each case,  Indemnified Amounts to the extent resulting
from:  (i) the failure of any  Obligor to pay an amount  owing under a Purchased
Receivable or any Related Security; (ii) the gross negligence, wilful misconduct
or breach of  contract  on the part of any  Indemnified  Party;  (iii)  recourse
(except as otherwise  specifically provided in this Agreement) for uncollectable
Receivables;  (iv) any overall net income  taxes or franchise  taxes  imposed on
such  Indemnified  Party  by the  jurisdiction  under  the  laws of  which  such
Indemnified Party is organized or any political  subdivision thereof; or (v) any
consequential, punitive or exemplary damages. If indemnification is to be sought
hereunder,  then the Indemnified  Party shall promptly notify the Sellers of the
commencement of any lawsuit,  investigation,  claim or dispute to be made by the
Indemnified Party or by any other Person (collectively, a "Lawsuit");  provided,
however,  that the failure to notify the  Sellers  shall not relieve the Sellers
from any  liability  or  obligation  that it may have  hereunder,  except to the
extent the Sellers are actually prejudiced thereby. Following such notification,
the Sellers  may elect in writing to assume the defence of any Lawsuit  (and the
costs related thereto)  commenced by a third party and the Indemnified Party and
the Sellers shall reasonably  co-operate in connection  therewith and, upon such
election,  the  Sellers  shall not be liable  for any legal  costs  subsequently
incurred by such  Indemnified  Party (other than costs of  investigation  or the
production  of  documents  or  witnesses)  unless (i) the Sellers have failed to
provide legal counsel  reasonably  satisfactory to such  Indemnified  Party in a
timely  manner or (ii) such  Indemnified  Party shall have been advised by legal
counsel that (A) the  representation  of such Indemnified Party by legal counsel
selected  by the  Sellers  would be  inappropriate  due to actual  or  potential
conflicts of interest or (B) there may be significant  legal defences  available
to such  Indemnified  Party  that  are  different  from or  additional  to those
available  to the Sellers or any other  Indemnified  Party  represented  by such
legal counsel. In no event,  however,  shall the Sellers, in connection with any
one  action or  proceeding  or  separate  but  substantially  similar or related
actions or proceedings in the same jurisdiction  arising out of the same general
allegations or  circumstances,  be liable for the fees and expenses of more than
one law firm  (together with any  appropriate  local counsel) at any time acting
for all Indemnified Parties hereunder.  Notwithstanding anything to the contrary
contained herein,  the Sellers shall not have any obligation to hold harmless or
indemnify  any  Indemnified  Party  hereunder  or pay any  legal  costs  for any
Indemnified  Party if such  Indemnified  Party enters into any  settlement  of a
Lawsuit  without the prior  consent of the Sellers,  which  consent shall not be
unreasonably withheld.

9.2 Payment of Indemnified Amounts

            At the Purchaser's  option, any payment required to be made pursuant
to  Section  9.1 on  account  of an  Indemnified  Amount by the  Sellers  to the
Purchaser shall be made either by the Purchaser deducting the Indemnified Amount
from amounts owing by the Purchaser to the

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL

Sellers hereunder or by way of deposit by the Sellers to the Purchaser's Account
forthwith following a claim therefor by or on behalf of the Purchaser on its own
behalf and in trust for the other Indemnified Parties.

9.3 Litigation

            At the request of the  Purchaser or the  Securitization  Agent,  the
Sellers shall, at their expense, assist and co-operate with the Purchaser in any
action,  suit  or  proceeding  brought  by  or  against,  or  any  investigation
involving,   the  Indemnified  Parties  relating  to  any  of  the  transactions
contemplated  by this  Agreement or to any of the Purchased  Assets or Contracts
(other than an action,  suit or proceeding by the Sellers  against the Purchaser
or the  Securitization  Agent).  In  addition,  the Sellers  agree to notify the
Securitization Agent and the Purchaser,  at the Sellers' expense,  promptly upon
learning of any pending or threatened action, suit,  proceeding or investigation
if any damages,  losses,  claims,  liabilities,  costs or expenses in connection
with any such action,  suit,  proceeding or investigation or the defence thereof
could be  Indemnified  Amounts and (except for an action,  suit,  proceeding  or
investigation by the Sellers against the Purchaser or the Securitization  Agent)
to consult with the Purchaser  concerning  the defence  thereof and prior to any
settlement  thereof;  provided,  however,  that if (i) the  Sellers  shall  have
acknowledged  in writing that any such  damages,  losses,  claims,  liabilities,
costs or expenses would be Indemnified  Amounts,  and (ii) in the Securitization
Agent's and the Purchaser's joint determination,  the Sellers have the financial
ability to satisfy such damages, losses, claims, liabilities, costs or expenses,
then the Sellers shall have the right, on the Indemnified Parties' behalf but at
the Sellers' expense, to defend such action,  suit,  proceeding or investigation
with  counsel  selected  by the  Sellers  and shall have sole  discretion  as to
whether to litigate, appeal or enter into an exclusively monetary settlement.

9.4 Notification

            The Sellers  shall  promptly  notify the  Purchaser  of any claim or
threatened  claim which may, in the Sellers'  reasonable  opinion,  give rise to
indemnification pursuant to this Article 9.

                                   ARTICLE 10
                                  MISCELLANEOUS

10.1 Costs, Expenses and Taxes

      (a) In addition to the rights of indemnification provided for in Article 9
and the  fees  payable  by the  Sellers  hereunder,  the  Sellers,  jointly  and
severally,  hereby agree to pay on demand all  reasonable  costs and expenses of
the Purchaser and the Securitization  Agent,  including the legal fees and other
reasonable  expenses of counsel to the  Purchaser and the  Securitization  Agent
(including goods and services taxes and disbursements), in connection with:

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

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                                                                    CONFIDENTIAL

(i) any  amendment  to this  Agreement  or any waiver of any  provision  of this
Agreement  requested  by the Sellers or required or  initiated  by any action or
failure to act by the Sellers  (including  any  amendment or waiver that, in the
opinion  of the  Securitization  Agent,  requires  the  Securitization  Agent to
perform a credit review of the  transaction or event  associated  with or giving
rise to such amendment or waiver but excluding any amendment(s)  relating solely
to the  structure  of the  Trust and  unrelated  to the  Sellers);  and (ii) the
enforcement of this Agreement or any Related  Document.  For greater  certainty,
all costs and expenses of the Purchaser and the  Securitization  Agent  incurred
after the occurrence of an Amortization  Event in connection with  administering
and  collecting  the  Purchased  Receivables  shall be  deemed  to be costs  and
expenses  incurred in connection  with the enforcement of this Agreement and the
Related Documents.

      (b)   The Sellers shall:

            (i)   jointly  and  severally,  pay on  demand  any and  all  stamp,
                  filing,   recording  and  other  Taxes  and  fees  payable  or
                  determined  to be payable in  connection  with the  execution,
                  delivery,  filing,  recording or enforcement of this Agreement
                  or any Related  Document,  provided  that no payment  shall be
                  required  to  be  made  by  the  Sellers  under  this  Section
                  10.1(b)(i)  in respect of Taxes on the net income,  profits or
                  capital of the Purchaser or any  additional  Taxes that result
                  solely by virtue of an  assignment by the Purchaser to, or the
                  exercise of any rights hereunder by, a non-resident of Canada;
                  and

            (ii)  reimburse on demand the Purchaser for any overpayment  made to
                  the  Sellers  or any loss in respect  of any  Purchase  Amount
                  resulting  from  a  miscalculation  by  the  Purchaser  or the
                  Securitization   Agent  in  determining   the  Purchase  Price
                  (including  any  Purchase   Amount)  or  Payment   Price,   as
                  applicable,  in  respect  of a  Purchased  Receivable  or  any
                  component thereof or any other amount; provided, however, that
                  the Purchaser will request such  reimbursement  in writing and
                  will explain, in reasonable detail, such  miscalculation,  and
                  further provided that the amount of such  reimbursement  shall
                  not exceed the amount which should initially have been paid to
                  the  Purchaser but for such  miscalculation,  plus interest at
                  the applicable Base Interest Rate plus 0.30%.

      (c)  The  Purchaser   shall  reimburse  on  demand  the  Sellers  for  any
overpayment  made  to the  Purchaser  or for the  failure  by the  Purchaser  to
transfer  funds to the  Sellers  pursuant  to  Section  3.1(e)  or on the  Final
Collection Date; provided,  however, that the Canadian Seller, for and on behalf
of the Sellers,  will request such reimbursement in writing and will explain, in
reasonable  detail,  such  overpayment,  and further provided that the amount of
such

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 67 -


                                                                    CONFIDENTIAL

reimbursement  shall not exceed the amount which should initially have been paid
to the Sellers, plus interest at the applicable Base Interest Rate plus 0.30%.

10.2 Further Assurances

            Each of the  parties  hereto  upon the  request  of  another  party,
whether  before or after the  closing of any  transaction  contemplated  hereby,
shall  do,  execute,  acknowledge  and  deliver  or cause to be done,  executed,
acknowledged or delivered all such further acts, deeds, documents,  assignments,
transfers,  conveyances  and  assurances  as  may  be  reasonably  necessary  or
desirable to effect complete consummation of the objects of and the transactions
contemplated  by  this  Agreement.   Without  limiting  the  generality  of  the
foregoing,  upon an Amortization  Commencement Date, the Purchaser shall, at the
expense and request of the  Canadian  Seller,  for and on behalf of the Sellers,
without any  representations,  warranties  or  recourse of any kind  whatsoever,
enter into such  agreements,  acknowledgements,  releases and other  instruments
that in the Canadian Seller's sole discretion,  acting reasonably, are necessary
to release  any  Receivables  (which,  for  greater  certainty,  shall  under no
circumstances  include any Purchased  Receivables)  that are generated after the
Amortization Commencement Date from any liens in favour of the Purchaser.

10.3 Failure to Perform

            If  the  Servicer   fails  to  perform  any  of  its  agreements  or
obligations  hereunder,  the Securitization  Agent and/or the Purchaser may (but
will not be required to) perform,  or cause to be performed,  such  agreement or
obligation,  and the reasonable expenses of the Securitization  Agent and/or the
Purchaser,  as the case may be, incurred in connection therewith will be payable
by the Sellers as provided in Section 10.1.

10.4 Entire Agreement

            This Agreement,  together with all Related  Documents,  contains the
entire agreement by the parties hereto with respect to the subject matter hereof
and shall  constitute  the entire and only  agreement  between the parties  with
respect  to  the  subject   matter  hereof,   superseding   any  and  all  prior
negotiations,  understandings  and  agreements,  written  or oral.  There are no
representations,  warranties,  terms,  conditions,  undertakings  or  collateral
agreements,  express,  implied or  statutory,  between  the  parties,  except as
expressly set forth herein.

10.5 Amendments, Waivers, Etc.

            No  amendment  or  waiver of any  provision  of this  Agreement  nor
consent to any  departure by the Sellers,  the  Servicer,  the  Purchaser or the
Securitization Agent therefrom shall be effective in whole or in part unless the
amendment, waiver or consent is in writing and signed by (a) the Sellers and the
Purchaser (with respect to an amendment), (b) the Purchaser or any

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 68 -


                                                                    CONFIDENTIAL

agent on its  behalf  (with  respect  to a waiver  or  consent  by it),  (c) the
relevant  Seller (with  respect to a waiver or consent by the relevant  Seller),
(d) the Securitization  Agent (with respect to a waiver or consent by it), or to
the extent it affects the rights,  duties or obligations  of the  Securitization
Agent,  and then,  in any such case,  such waiver or consent  shall be effective
only in the  specific  instance  and for the  specific  purpose for which it was
given.  In each case,  the Credit  Enhancer  shall  have  consented  to any such
amendments,  waivers or  consents.  For greater  certainty,  the  provisions  of
Article 9 may be amended without the consent of those Indemnified  Parties whose
interest therein is held in trust by the Securitization  Agent or the Purchaser,
as the case may be.

10.6 No Waiver; Remedies

            No failure on the part of the Purchaser to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right hereunder  preclude any other or further
exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are  cumulative  and not  exclusive  of any  remedies  provided by Law.
Without  limiting  the  generality  of the  foregoing,  the  Purchaser is hereby
authorized  by the  Sellers  at any time and from time to time,  to the  fullest
extent  permitted  by Law,  to set off and apply any and all amounts at any time
held and other  indebtedness  at any time owing by the  Purchaser  to or for the
credit or the account of the Sellers in respect of the transactions contemplated
by this Agreement against any and all of the obligations of the Sellers,  now or
hereafter existing under this Agreement and the Related Documents.

10.7 No Set-Off

            The Sellers  (including  the Canadian  Seller  whether acting in its
personal capacity or as Servicer) shall make all payments required to be made by
it  hereunder  without  deduction  or  set-off,  regardless  of any  defence  or
counterclaim  (whether  based on any Law or policy  now or  hereafter  issued or
enacted by any Governmental Authority).

10.8 Non-Merger

            Each party hereby agrees that all  provisions of this  Agreement are
material  and shall  survive the  execution,  delivery and  performance  of this
Agreement,  the  closing  of  any  transactions   contemplated  hereby  and  the
execution,  delivery  and  performance  of any and all  documents  delivered  in
connection herewith.

10.9 Time of the Essence

            Time  shall  be of the  essence  of  this  Agreement  and  of  every
provision hereof.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
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                                                                    CONFIDENTIAL

10.10 Agreement of Purchase and Sale

            Each of the Sellers and the Purchaser hereby expressly  acknowledges
that this  Agreement,  except as is  specifically  provided  with respect to the
duties and obligations of the Servicer,  is intended to create a relationship of
purchaser  and vendor.  Each of the Sellers and the Purchaser  hereby  expressly
disclaims  any  intention to  establish a trust  relationship  or,  except as is
specifically  provided  with  respect  to  the  duties  and  obligations  of the
Servicer,  or by Section 5.16 or 5.17, to  constitute  either the Sellers or the
Purchaser  as the agent of the  other.  Each of the  Sellers  and the  Purchaser
covenants with each other that it will not, at any time,  allege or claim that a
relationship of trust or agency is created hereby, except as otherwise expressly
provided for herein.

10.11 Notices

            All notices, consents or other communications authorized or required
to be given  pursuant  to this  Agreement,  or  pursuant  to which any rights or
obligations  may  arise  hereunder,  shall be in  writing  (including  facsimile
communication  and such other method of recorded  communications as to which the
parties  may  hereafter  agree to in  writing)  and shall be  either  personally
delivered or sent by facsimile as follows:

      (a)   in the case of communication to the Sellers:

            Mitel Networks Corporation
            350 Legget Drive
            Ottawa, ON K2K 2W7

            Attention: Treasurer

            Facsimile No.: 613-592-7838
            Telephone No: 613-592-2122 ext. 4431

            with a copy, for any default-related communication, to:

            Attention: Legal Department

            Facsimile No.: 613-592-7802

            with a copy to:

            Osler, Hoskin & Harcourt LLP
            1 First Canadian Place
            PO Box 50, Stn. 1st Can. Pl.
            Toronto, ON M5X 1B8

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 70 -


                                                                    CONFIDENTIAL

            Attention: Richard Borins

            Facsimile No.: 416-862-6666
            Telephone No.: 416-362-2111

      (b)   in the  case of  communication  to the  Securitization  Agent or the
            Purchaser:

            Efficient Capital Corporation
            1601 - 18 King Street East
            Toronto, Ontario M5C 1C4

            Attention: Chief Operating Officer

            Facsimile No.: (416) 868-9458
            Telephone No: (416) 868-4322

Any  notice  or  other   communication   given  by  personal  delivery  will  be
conclusively  deemed  to have  been  given  and  received  on the day of  actual
delivery thereof and, if given by facsimile,  on the day of transmittal  thereof
if given  during  the normal  business  hours of the  recipient  and on the next
Business  Day if not given  during such  business  hours on any day. A party may
change its address for receipt of notices or other  communications  hereunder by
giving notice thereof to the other party in the manner aforesaid.

10.12 Binding Effect; Assignability, Etc.

      (a) This  Agreement  shall be binding upon and inure to the benefit of the
Sellers,  the Purchaser and their respective  successors and assigns.  Except as
otherwise  permitted  hereby,  no party may assign its rights  hereunder  or any
interest herein without the prior consent of the other parties, such consent not
to be unreasonably  withheld, and provided that any assignee hereunder agrees to
be  bound  by  Section  10.15  to  the  same  extent  as  the  assigning  party.
Notwithstanding any other provision of this Agreement, upon the occurrence of an
Amortization  Event,  the Purchaser  may,  subject to the  provisions of Section
10.15,  sell, assign and transfer any Purchased Assets (in whole or in part) to,
or encumber or grant any security  interest in or over any Purchased  Assets (in
whole or in part) in favour of, any Person,  without consent of or notice to the
Sellers and the Purchaser may also sell,  assign, or transfer to any such Person
any of its rights hereunder or interest herein on the same basis for the purpose
of giving effect to any such sale, assignment or transfer of Purchased Assets or
encumbrance  or grant of a  security  interest.  Upon any  sale,  assignment  or
transfer  referred to in the  preceding  sentence,  such  Person  shall be fully
subrogated to all rights, benefits and privileges of the Purchaser hereunder and
shall be bound by all terms and  provisions  of this  Agreement  with respect to
such  Purchased  Assets.  If  this  Agreement  and  the  Related  Documents  and
agreements are assigned by the Purchaser,  the assignee shall be responsible for
any additional costs and expenses arising as a direct result of such assignee.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 71 -


                                                                    CONFIDENTIAL

      (b)  Notwithstanding  Section 10.12(a),  the Purchaser may, subject to the
provisions of Section 10.15,  (i) assign by way of security  and/or  subrogation
its rights hereunder to the Indenture Trustee and/or the Insurer and (ii) assign
to the Insurer the benefit of the representations and warranties provided by the
Sellers  hereunder  and the benefit of Article 9 with respect  thereto,  in each
case without the prior written consent of the Sellers.

10.13 Governing Law

            This  Agreement  shall be governed by, and  construed in  accordance
with,  the laws of the  Province  of  Ontario  and the  federal  laws of  Canada
applicable therein.

10.14 Severability

            Any provision hereof that is prohibited or unenforceable in whole or
in part in any jurisdiction  shall, as to such provision and such  jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  of this  Agreement  or  affecting  the
validity or enforceability of such provision in any other jurisdiction.

10.15 Confidentiality

            The  Purchaser,  the  Sellers  and  the  Securitization  Agent  each
acknowledge that this Agreement, agreements and documents related hereto and all
data and  information  delivered  hereunder  by one party to  another,  shall be
considered  as non-public  information  of the party making  delivery,  and each
party shall make all reasonable efforts to hold all such non-public  information
in the  strictest  confidence  in  accordance  with best  prudent  practice  for
handling  confidential  information  of such  nature  and  shall  only  use such
information in connection with the transactions contemplated hereunder; provided
that,  notwithstanding  the  foregoing,  the  Purchaser,  the  Sellers  and  the
Securitization Agent each may make disclosure of such non-public information (i)
to its accountants, lawyers, bankers and other advisors on a need-to-know basis,
(ii)  as  requested  or  required  by  any  Governmental  Authority,  securities
regulatory  authority or representative  thereof or pursuant to legal process or
when required under  applicable Law, (iii) to the Credit  Enhancer,  (iv) to the
institutional  shareholder  of the  Securitization  Agent,  (v) to implement the
terms of this  Agreement  or to enforce any rights  which it may have to collect
any Purchased Receivable or to enforce its respective rights with respect to any
Related Security,  (vi) to the Stand-By Servicer  (provided,  however,  that the
Purchaser  shall  require  the  Stand-By  Servicer  to  agree to be bound by the
provisions of this Section  10.15 to the same extent as the  Purchaser) or (vii)
with the consent of the other parties hereto. Unless specifically  prohibited by
applicable  Law, each party hereto shall notify the other parties  hereto of any
request  by any  Governmental  Authority,  securities  regulatory  authority  or
representative  thereof or other Person for  disclosure  of any such  non-public
information prior to disclosure of such information to permit the party affected
to contest such disclosure,  if possible. In no event shall the Purchaser or the
Securitization  Agent be obligated or required to return any materials furnished
by the

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 72 -


                                                                    CONFIDENTIAL

Sellers. Nothing in this Agreement shall obligate the Sellers or the Servicer to
disclose  (whether in any Related  Document or otherwise) all or any part of any
Records  if  such  disclosure  or the  manner  or  form  thereof  could,  in the
reasonable  opinion of the Sellers or the  Servicer,  constitute a breach of any
Law or any duty of secrecy or confidentiality applicable to it.

10.16 Financial Reporting

            The Sellers and the  Purchaser  hereby  covenant and agree that they
will not at any time prepare any financial statements (other than those prepared
for internal reporting purposes) that account for the transactions  contemplated
hereby in a manner that is  inconsistent  with the sale to the  Purchaser of the
Purchased Assets except to the extent required by Canadian GAAP or US GAAP.

10.17 Consent to Jurisdiction; Waiver of Immunities

      (a) The parties hereby irrevocably submit to the jurisdiction of any court
sitting  in  Toronto,  Ontario  in any action or  proceeding  arising  out of or
relating to this Agreement,  and the parties hereby  irrevocably  agree that all
claims in respect of such action or  proceeding  may be heard and  determined in
such court.  The parties hereby  irrevocably  waive, to the extent  permitted by
law, the defense of an  inconvenient  forum to the maintenance of such action or
proceeding.  The  parties  hereby  agree that a final  judgment in any action or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on the judgment or in any other manner provided by law.

      (b) Nothing in this  Section  10.17 shall affect the right of any party to
serve legal process in any other manner permitted by law, or affect its right to
enforce any action,  proceeding  or judgment  against the other parties or their
property in the courts of other jurisdictions.

      (c) To the extent  that the  Sellers  have or  hereafter  may  acquire any
immunity  from  jurisdiction  of any  court or from any legal  process  (whether
through service or notice,  attachment  prior to judgment,  attachment in aid of
execution,  execution or otherwise) with respect to itself or its property,  the
Sellers hereby  irrevocably waive, to the extent permitted by law, such immunity
in respect of its obligations hereunder.

10.18 Remedies

            The remedies provided for herein are cumulative and not exclusive of
any remedies provided by law.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 73 -


                                                                    CONFIDENTIAL

10.19 Counterparts

            This Agreement may be executed in any number of counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same  instrument.  For all purposes of this Agreement and
all other  documents and agreements  contemplated  hereby,  the signature of any
party hereto or thereto, evidenced by a telecopy showing such signature or other
electronically   transmitted   version  of  such  signature,   shall  constitute
conclusive  proof  for all  purposes  of the  signature  of such  person to such
documents and  agreements,  to the same extent in all respects as a copy of such
documents and agreements showing the original signature of such party.

10.20 Business Disruption

            The Canadian  Seller,  for and on behalf of the Sellers,  may,  upon
providing  60  days  notice  to  the   Purchaser,   designate  an   Amortization
Commencement  Date, where, in the reasonable opinion of the Canadian Seller, the
requests  made by the  Purchaser and directed to the Sellers with respect to the
production of any information or documentation  related to the Seller hereunder,
become materially disruptive to the Sellers' business.

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 74 -


                                                                    CONFIDENTIAL

            IN WITNESS  WHEREOF,  the parties have executed this Agreement as of
the day and year first written above.

                                  MITEL NETWORKS CORPORATION

                                  by    _______________________________________
                                  Name: Douglas McCarthy
                                  Title: Treasurer

                                  MITEL NETWORKS, INC.

                                  by    _______________________________________
                                  Name: Paul Butcher
                                  Title: President

                                  MITEL NETWORKS SOLUTIONS, INC.

                                  by    _______________________________________
                                  Name: Paul Butcher
                                  Title: President

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>
                                     - 75 -


                                                                    CONFIDENTIAL

                                  THE CANADA TRUST COMPANY, in its
                                  capacity as trustee of ENDURANCE
                                  TRUST, by Efficient Capital
                                  Corporation, in its capacity as
                                  Securitization Agent

                                  by    ________________________________________
                                  Name: Colin Kilgour
                                  Title: President and Chief Executive Officer

                                  EFFICIENT CAPITAL CORPORATION, in its
                                  capacity as Securitization Agent

                                  by  __________________________________________
                                  Name: Colin Kilgour
                                  Title: President and Chief Executive Officer

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>

                                                                    CONFIDENTIAL

                                    EXHIBIT A

                          FORM OF ASSIGNMENT AGREEMENT


THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>

                                                                    CONFIDENTIAL

                                    EXHIBIT B

                             FORM OF PURCHASE NOTICE

TO:               ENDURANCE TRUST c/o Efficient Capital Corporation

Facsimile No.: 416-868-9458

            This Purchase Notice is delivered to you pursuant to the receivables
purchase  agreement  made  as of  April  16,  2004  (the  "Receivables  Purchase
Agreement")  between  Mitel  Networks  Corporation,  as Canadian  Seller,  Mitel
Networks,  Inc., as Seller, and Mitel Networks  Solutions,  Inc., as Seller, and
collectively,  the Sellers, Endurance Trust, as Purchaser, and Efficient Capital
Corporation, as Securitization Agent.

            The Canadian Seller, for and on behalf of the Sellers,  hereby gives
notice  to the  Purchaser  that:  (i) in  respect  of  the  Non-Quebec  Eligible
Receivables  set out in the  attached  Schedule  it offers  for sale on the date
below such  Eligible  Receivables;  and (ii) in  respect of the Quebec  Eligible
Receivables  set out in the  attached  Schedule,  it  requires  payment for such
Eligible  Receivables,  all in  accordance  with the  terms  of the  Receivables
Purchase Agreement.

Purchase Date:

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>

                                                                    CONFIDENTIAL

                          SCHEDULE A TO PURCHASE NOTICE

                               LIST OF RECEIVABLES

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  Invoice Number   Date of Issue   Due Date    Obligor    Outstanding Amount
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     DATED the ______________ day of _____________________, ______________.

                                      MITEL NETWORKS CORPORATION

                                      By________________________________________
                                        (Authorized Officer)

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>

                                                                    CONFIDENTIAL

                                    EXHIBIT c

                          FORM OF OFFICERS' CERTIFICATE

                  The undersigned Canadian Seller hereby certifies for itself
and on behalf of the Sellers to Endurance Trust that no event has occurred and
is continuing which constitutes, or but for the requirement that notice be given
or lapse of time or both would constitute, an Amortization Event (as defined in
the Receivables Purchase Agreement between the Sellers, the Purchaser and the
Securitization Agent made as of April 16, 2004).

     DATED the ______________ day of _____________________, ______________.

                                      MITEL NETWORKS CORPORATION

                                      By________________________________________
                                        (Authorized Officer)

                                      Title_____________________________________

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>

                                                                    CONFIDENTIAL

                                    EXHIBIT D

                     LIST OF OFFICES WHERE RECORDS ARE KEPT

            The undersigned  Canadian Seller hereby  certifies for itself and on
behalf of the Sellers,  to Endurance  Trust that the following list includes all
locations  where all  records  required  under the terms and  conditions  of the
Receivables  Purchase  Agreement  between  Mitel  Networks  Corporation,   Mitel
Networks,  Inc., Mitel Networks Solutions,  Inc. and Endurance Trust, made as of
April 16, 2004 are kept.

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     OFFICE                              ADDRESS
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Seller:

By:

Title:

                                      DATE:

THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>

                                                                    CONFIDENTIAL

                                    EXHIBIT E

                             FORM OF PERIODIC REPORT

             TO: ENDURANCE TRUST c/o Efficient Capital Corporation

            This Periodic Report is delivered to you pursuant to the receivables
purchase  agreement  made  as of  April  16,  2004  (the  "Receivables  Purchase
Agreement")  between  Mitel  Networks  Corporation,  as Canadian  Seller,  Mitel
Networks,  Inc., as Seller, and Mitel Networks  Solutions,  Inc., as Seller, and
collectively,  the Sellers, Endurance Trust, as Purchaser, and Efficient Capital
Corporation, as Securitization Agent.

                  The Canadian Seller, for and on behalf of the Sellers, hereby
gives notice to the Purchaser that on the date hereof the Servicer has applied
the following payments, dilutions and defaults:

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  Obligor ID    Invoice Number  Payment Date   Payment Amount  Transaction Type
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THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.

<PAGE>

                                                                    CONFIDENTIAL

                                    EXHIBIT F

                            FORM OF QUEBEC ASSIGNMENT


THIS DOCUMENT AND ANY COPIES THEREOF,  ELECTRONIC OR OTHERWISE, ARE THE PROPERTY
OF EFFICIENT CAPITAL  CORPORATION.  UNAUTHORIZED  DISTRIBUTION OF THIS DOCUMENT,
ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT
OF  EFFICIENT  CAPITAL  CORPORATION.  THIS  DOCUMENT  AND  ANY  COPIES  THEREOF,
ELECTRONIC  OR  OTHERWISE,  ARE TO BE  RETURNED  UPON THE  REQUEST OF  EFFICIENT
CAPITAL CORPORATION.