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                                                                 Exhibit 10.30


                                                                EXECUTION COPY
                                                                --------------

                           UNDERWRITING AGREEMENT

March 17, 2006

Supremex Income Fund
Supremex Inc.
7213 Cordner
Lasalle, Quebec
Canada
H8N 2J7

Cenveo, Inc.
Cenveo Corporation
One Canterbury Green
201 Broad Street, 6th Floor
Stamford, Connecticut
United States of America
06901

The undersigned, TD Securities Inc., CIBC World Markets Inc., BMO Nesbitt
Burns Inc., Desjardins Securities Inc., National Bank Financial Inc., Scotia
Capital Inc., Canaccord Capital Corporation and Genuity Capital Markets G.P.
(collectively, the "Underwriters" and each individually an "Underwriter")
understand that Supremex Income Fund (the "Fund") proposes to issue and sell
to the Underwriters 17,500,000 trust units of the Fund (the "Purchased
Units"), which Purchased Units shall have the material attributes described
in and contemplated by the Final Prospectus (as defined below) dated March
17, 2006 and executed concurrently with the execution of this Agreement.

The Underwriters propose to distribute the Purchased Units in Canada
pursuant to the Final Prospectus and in the United States pursuant to a U.S.
Private Placement Memorandum for the private placement of the Purchased
Units in the United States in accordance with Rule 144A (as defined below),
all in the manner contemplated by this Agreement.

Based on the foregoing, and subject to the terms and conditions contained in
this Agreement, the Underwriters, jointly and not solidarily, on the basis
of the percentages set forth in section 19 of this Agreement, agree to
purchase from the Fund and by its acceptance hereof, the Fund agrees to sell
to the Underwriters, the Purchased Units on the Closing Date (as defined
below) at a price of $10.00 per Purchased Unit for all but not less than all
of the Purchased Units (the "Purchase Price"), representing an aggregate
purchase price of $175,000,000.

By acceptance of this Agreement, the Fund grants to the Underwriters an
unassignable right to purchase, jointly and not solidarily, up to 2,500,000
additional Units (the "Additional Units") on the same basis as the purchase
of the Purchased Units to cover over-allotments made in connection with the
offering of the Purchased Units, if any, and for market stabilization
purposes, and the Fund covenants and agrees to do all such acts and things
as may be required or advisable in order for such right to be exercisable in
the manner described in the Prospectus (defined below). If TD Securities
Inc. and CIBC World Markets Inc. (together, the "Lead Underwriters"), on
behalf of the Underwriters, elect to exercise such right, the Lead
Underwriters shall notify the Fund in writing, which notice shall specify
the number of


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                                   - 2 -

Additional Units to be purchased by the Underwriters and the date on which
such Additional Units are to be purchased, which date may be the same as the
Closing Date but not earlier than the Closing Date and shall not be later
than 30 days after the Closing Date. Such date shall not be earlier than
three Business Days (as defined below) nor later than five Business Days
after the date of such notice. If any Additional Units are purchased, each
Underwriter agrees, jointly and not solidarily, to purchase that number of
Additional Units (subject to such adjustments to eliminate fractional units
as Lead Underwriters may determine) equal to the total number of Additional
Units to be purchased multiplied by the percentage set out in section 19 of
this Agreement opposite the name of such Underwriter.

The Purchased Units and the Additional Units are hereinafter collectively
referred to as the "Units".

In consideration of the Underwriters' agreement to purchase the Units which
will result from the acceptance by the Fund of this offer, and in
consideration of the services to be rendered by the Underwriters in
connection therewith, the Fund agrees to cause AcquisiCo to pay to the
Underwriters a fee of $0.55 per Unit (the "Underwriting Fee"). Such
Underwriting Fee shall be due and payable at the Closing Time (as defined
below) against payment for the Purchased Units and, if applicable, at the
Option Closing Time (as defined below), against payment for the Additional
Units, as the case may be.

                                 DEFINITIONS

In this Agreement:

         "1933 ACT" means the United States Securities Act of 1933, as
         amended;

         "1934 ACT" means the United States Securities Exchange Act of 1934,
         as amended;

         "ACQUISICO" means 4273681 Canada Inc.;

         "ACQUISITION AGREEMENT" means the acquisition agreement dated as of
         the date hereof among the Fund, Cenveo US and Cenveo providing for,
         among other things, the completion of the transactions described
         under the heading "Funding and Related Transactions -Closing
         Transactions" in the Prospectus;

         "ADDITIONAL UNITS" has the meaning given to it above;

         "AFFILIATE" has the meaning given to it in the Securities Act
         (Quebec);

         "AGREEMENT" means the agreement resulting from the acceptance by
         the Fund of the offer made by the Underwriters by this letter;

         "AMALCO" means (i) prior to the Closing, the corporation to result
         from the amalgamation of Supremex and Cenveo Canada, and (ii) on
         and after the Closing, the corporation to result from the
         amalgamation of the corporation referred to in (i) with AcquisiCo;

         "AMENDED PRELIMINARY PROSPECTUS" means the amended and restated
         preliminary long form prospectus dated February 24, 2006 (in both
         the English and French languages


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                                   - 3 -

         unless the context indicates otherwise) amending and restating as
         of such date the Preliminary Prospectus;

         "BUSINESS" means the business of the Material Subsidiaries as
         conducted immediately prior to the Closing consisting of the
         manufacturing and marketing of a broad range of stock and custom
         envelopes and related products;

         "BUSINESS DAY" means any day, other than a Saturday or Sunday, on
         which TD Canada Trust and the Canadian Imperial Bank of Commerce,
         in Montreal, Quebec are both open for commercial banking business
         during normal banking hours;

         "CANADIAN SECURITIES LAWS" means all applicable securities laws in
         each of the Qualifying Provinces and the respective rules,
         regulations, blanket orders and blanket rulings under such laws
         together with applicable published policies, policy statements and
         notices of the securities regulatory authorities in the Qualifying
         Provinces;

         "CANADIAN SECURITIES REGULATORS" means the applicable securities
         commission or securities regulatory authority in each of the
         Qualifying Provinces;

         "CBCA" means the Canada Business Corporations Act and the
         regulations thereunder, as amended;

         "CDS" means the Canadian Depository for Securities Limited;

         "CENVEO" means Cenveo, Inc.;

         "CENVEO CANADA" means Cenveo Canada Leasing Company, Inc.;

         "CENVEO DEPEW ACQUISITION AGREEMENT" means the asset purchase
         agreement among Cenveo, Cenveo US, the Fund, AcquisiCo and Buffalo
         Envelope Inc. and to be entered on the Closing Date providing for,
         among other things, the acquisition by Buffalo Envelope Inc. of
         certain assets, and the assumption of certain liabilities, in each
         case of a division of Cenveo US that is engaged in the business of
         providing envelopes and related products directly to consumers and
         to direct mail marketing agents within the upstate New York and
         northwest Pennsylvania markets;

         "CENVEO US" means Cenveo Corporation;

         "COST SUPPORT AGREEMENT" means the cost support agreement entered
         into on or prior to Closing among the Fund and AcquisiCo with
         respect to the payment by AcquisiCo of certain Offering and related
         costs;

         "CLAIM" has the meaning given to it in section 15(a);

         "CLOSING" means the completion of the issue and sale by the Fund of
         the Purchased Units and the purchase by the Underwriters of the
         Purchased Units pursuant to this Agreement;

         "CLOSING DATE" means March 31, 2006 or such other date as the Fund
         and the Underwriters may agree upon in writing or as may be changed
         pursuant to section 7 but in any event shall not be later than
         April 29, 2006;


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                                   - 4 -


         "CLOSING TIME" means 8:00 a.m. (Eastern time) on the Closing Date;

         "CLOSING TRANSACTIONS" means the transactions described under the
         heading "Funding and Related Transactions - Closing Transactions"
         in the Prospectus;

         "DISTRIBUTION" means a distribution for the purposes of Canadian
         Securities Laws or any of them;

         "FINAL MRRS DECISION DOCUMENT" means the decision document issued
         pursuant to NP 43-201 evidencing the issuance by the Canadian
         Securities Regulators of a receipt for the Final Prospectus in
         accordance with NP 43-201;

         "FINAL PROSPECTUS" means the (final) long form prospectus dated
         March 17, 2006 (in both the English and French languages unless the
         context indicates otherwise), prepared by the Fund and relating to
         the distribution of the Purchased Units;

         "FINANCIAL INFORMATION" means, collectively, the information
         appearing in the English language version of the Preliminary
         Prospectus, the Amended Preliminary Prospectus, and the Final
         Prospectus (a) under the heading "Definition of EBITDA, Adjusted
         EBITDA and Distributable Cash", (b) under the heading "Prospectus
         Summary - Selected Consolidated Financial Information"; (c) under
         the heading "Prospectus Summary - Summary Analysis of Distributable
         Cash"; (d) under the heading "Selected Consolidated Financial
         Information"; (e) under the heading "Summary Analysis of
         Distributable Cash" (f) under the heading "Reconciliation of EBITDA
         and Adjusted EBITDA to Historical Results"; (g) under the heading
         "Consolidated Capitalization of the Fund"; (h) under the heading
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operation of the Business"; and (i) under the heading
         "Auditors' Consent", together with all non-GAAP financial
         information (including, without limitation, EBITDA, Adjusted EBITDA
         and distributable cash) set forth in the Prospectus;

         "FINANCIAL STATEMENTS" means the audited balance sheet of the Fund
         as at February 10, 2006, the audited consolidated financial
         statements of Supremex for the years ended December 31, 2005, 2004
         and 2003, and the unaudited pro forma consolidated financial
         statements of the Fund included in the Prospectus, including all
         notes thereto and the auditor's report on such audited financial
         statements, as applicable;

         "FUND" has the meaning given to it above;

         "FUND DECLARATION OF TRUST" means the declaration of trust made as
         of February 10, 2006, governed under the laws of Quebec, pursuant
         to which the Fund was established, as amended, supplemented or
         restated from time to time;

         "GAAP" means Canadian generally accepted accounting principles;

         "GUARANTEES" means collectively the guarantees by Supremex, Cenveo
         Canada, PNG Inc. and Innova Envelope Inc., as applicable, of the
         obligations of Cenveo and its affiliates and related security
         interests granted by such guarantors in support thereof under: (a)
         the US$300 million senior secured credit facility of Cenveo with a
         group of banks which matures in June 2008, (b) the note indenture
         pursuant to which the US$320


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                                   - 5 -


         million of 7-7/8% senior subordinated notes of Cenveo due 2013 were
         issued, (c) the note indenture pursuant to which the US$350 million
         9-5/8% senior notes of Cenveo due 2012 were issued, and (d) any
         agreement or instrument ancillary to the agreements referred to in
         (a), (b) or (c) above;

         "INDEMNIFIED PARTY" has the meaning given to it in section 15(a);

         "INDEMNIFIER" has the meaning given to it in section 15(a);

         "INITIAL NOTES" means the unsecured notes issued by the Fund to
         Cenveo US in consideration for all of the shares of Amalco;

         "LEAD UNDERWRITERS" has the meaning given to it above;

         "MANAGEMENT UNITS" means the 2,364,228 trust units of the Fund to
         be issued to certain management employees of Supremex in accordance
         with the Subscription and Escrow Agreement;

         "MATERIAL CHANGE" means a material change for the purposes of
         Canadian Securities Laws or, where undefined under applicable
         Canadian Securities Laws, means a change in the business,
         operations or capital of the Fund, Supremex or Amalco that would
         reasonably be expected to have a significant effect on the market
         price or value of the Units and includes a decision to implement
         such a change made by the board of Trustees of the Fund, the board
         of directors or, alternatively, by senior management of Supremex or
         Amalco, as applicable, where they believe that confirmation of the
         decision by the board of directors of Supremex or Amalco, as
         applicable, is probable;

         "MATERIAL FACT" means a material fact for the purposes of Canadian
         Securities Laws or, where undefined under applicable Canadian
         Securities Laws, means a fact that significantly affects or would
         reasonably be expected to have a significant effect on the market
         price or value of the Units;

         "MATERIAL SUBSIDIARIES" means Supremex, Cenveo Canada, Amalco,
         AcquisiCo and Buffalo Envelope Inc., except where this term is used
         in section 5(b) where "Material Subsidiaries" shall exclude Cenveo
         Canada, and "MATERIAL SUBSIDIARY" means any one of them;

         "MISREPRESENTATION" means a misrepresentation for the purposes of
         Canadian Securities Laws or, where undefined under applicable
         Canadian Securities Laws, means any untrue statement of a material
         fact or an omission to state a material fact that is required to be
         stated or that is necessary to make a statement not misleading in
         the light of the circumstances in which it was made;

         "MRRS" means the Mutual Reliance Review System;

         "NP 43-201" means National Policy 43-201 - Mutual Reliance Review
         System for Prospectuses and Annual Information Forms adopted by the
         Canadian Securities Regulators and its related memorandum of
         understanding;


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                                   - 6 -

         "NEW CREDIT FACILITIES" means the credit facilities to be
         established in favour of AcquisiCo on Closing as described in the
         Prospectus under "New Credit Facilities";

         "NON-SOLICITATION AGREEMENT" means the non-solicitation agreement
         among the Fund, Amalco, Cenveo US and Cenveo to be entered on the
         Closing Date as described in the Prospectus under "Business of
         Supremex - Relationship with Cenveo";

         "NOTE INDENTURE" means the note indenture to be entered into on or
         prior to Closing between AcquisiCo and Computershare Investor
         Services Inc., as trustee thereunder, pursuant to which Supremex
         will issue Notes, as amended, supplemented or restated from time to
         time;

         "NOTES" means the unsecured notes issued by AcquisiCo or Amalco
         from time to time in accordance with the Note Indenture;

         "NOTICE" has the meaning given to it in section 24;

         "OPTION CLOSING" means completion of the sale by the Fund of the
         Additional Units and the purchase by the Underwriters of the
         Additional Units pursuant to this Agreement;

         "OPTION CLOSING DATE" means the date for the Option Closing set out
         in the notice of exercise of the over-allotment option provided by
         the Underwriters to the Fund or on such other date as the
         Underwriters and the Fund may agree, but in no case later than
         April 29, 2006;

         "OPTION CLOSING TIME" means 8:00 a.m. (Eastern time) on the Option
         Closing Date or such other time on the Option Closing Date as may
         be agreed to by the Fund and the Underwriters;

         "OVER-ALLOTMENT NOTE" means the promissory note of the Fund in
         favour of Cenveo US, substantially in the form attached to the
         Acquisition Agreement, in the amount of $23,625,000, the terms of
         which shall provide, among other things, that such note is
         repayable as follows and cannot be repaid otherwise than as
         follows: (i) by the issuance of units of the Fund, (ii) in cash
         representing the net issue price of the units of the Fund to be
         issued upon exercise of the over-allotment option, or (iii) a
         combination of (i) and (ii);

         "PRELIMINARY PROSPECTUS" means the preliminary long form prospectus
         dated February 15, 2006 (in both the English and French languages
         unless the context indicates otherwise) prepared by the Fund
         relating to the distribution of the Units;

         "PRELIMINARY U.S. PLACEMENT MEMORANDUM" means the preliminary U.S.
         private placement memorandum of the Fund dated February 24, 2006
         for the placement of the Units in the United States in accordance
         with Rule 144A;

         "PROSPECTUS" means, collectively, the Preliminary Prospectus, the
         Amended Preliminary Prospectus and the Final Prospectus;

         "PROSPECTUS AMENDMENT" means any amendment to the Preliminary
         Prospectus, the Amended Preliminary Prospectus or the Final
         Prospectus;


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         "PURCHASE PRICE" has the meaning given to it above;

         "PURCHASED UNITS" has the meaning given to it above;

         "QUALIFYING PROVINCES" means all of the provinces of Canada;

         "QUALIFYING STATES" means each of the U.S. States into which the
         Purchased Units are offered or sold;

         "REGISTRATION RIGHTS AGREEMENT" means the registration rights
         agreement to be entered into on or prior to Closing among the Fund
         and Cenveo US as described in the Prospectus under "Funding and
         Related Transactions - Registration Rights";

         "RELATED AGREEMENTS" means the Fund Declaration of Trust, the Note
         Indenture, the Notes, the Initial Notes, the Over-Allotment Note,
         the Acquisition Agreement, the Tax Escrow Agreement, the New Credit
         Facilities, the Supply Agreement, the Non-Solicitation Agreement,
         the Cenveo Depew Acquisition Agreement, the Subscription and Escrow
         Agreement, the Registration Rights Agreement and the Cost Support
         Agreement;

         "REGULATION S" means Regulation S under the 1933 Act;

         "RULE 144A" means Rule 144A under the 1933 Act;

         "SEC" means the United States Securities Exchange Commission;

         "SELLING FIRM" has the meaning given to it in section 3;

         "SUBSCRIPTION AND ESCROW AGREEMENT" means the subscription and
         escrow agreement described under the heading "Executive
         Compensation - Management Profit Sharing Plan" in the Prospectus;

         "SUBSIDIARY" has the meaning given to it in the Securities Act
         (Quebec);

         "SUPPLY AGREEMENT" means the product supply agreement among the
         Fund, Amalco and Cenveo to be entered on the Closing Date as
         described in the Prospectus under "Business of Supremex -
         Relationship with Cenveo";

         "SUPREMEX" means Supremex Inc.;

         "TAX ESCROW AGREEMENT" means the escrow agreement to be entered
         into on or prior to Closing among Cenveo US, the Fund and TD Trust
         Company., as escrow agent;

         "TRANSFER AGENT" means Computershare Investor Services Inc.;

         "TRUSTEES" means the trustees of the Funds, appointed from time to
         time;

         "TSX" means the Toronto Stock Exchange;

         "UNDERWRITER" and "UNDERWRITERS" have the respective meanings given
         to them above;

         "UNDERWRITING FEE" has the meaning given to it above;


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                                   - 8 -

         "UNITS" has the meaning given to it above;

         "U.S. PLACEMENT MEMORANDUM" means the private placement memorandum
         of the Fund dated March 17, 2006 for the placement of the Units in
         the United States in accordance with Rule 144A; and

         "U.S. SECURITIES LAWS" means all applicable securities laws of the
         United States including, but not limited to, the 1933 Act and the
         1934 Act and including the state securities laws of each of the
         U.S. States in which the Units are offered and the respective
         rules, regulations, orders and rulings under such laws, together
         with applicable published policies, policy statements and notices
         of the securities regulatory authorities in the United States and
         in each of the U.S. States.

Unless otherwise expressly provided in this Agreement, words importing only
the singular number include the plural and vice versa and words importing
gender include all genders. Reference to "Sections" or "Clauses" are to the
appropriate section or clause of this Agreement.

The parties acknowledge that this Agreement is being executed on behalf of
the Fund by its trustee and that the obligations of the Fund hereunder shall
not be binding upon any of the trustees of the Fund personally or on any
unitholder of the Fund in any manner whatsoever in respect of any
indebtedness, obligation or liability of the Fund arising hereunder or
arising in connection herewith or from the matters to which this Agreement
relates, if any, including without limitation, claims based on negligence,
which shall be limited to, and satisfied only, out of the Trust Assets (as
defined in the Fund Declaration of Trust).

All references to dollars or "$" are to Canadian dollars unless otherwise
expressed.

                            TERMS AND CONDITIONS

1.       COMPLIANCE WITH SECURITIES LAWS

The Fund represents and warrants to, and covenants and agrees with, the
Underwriters that the Fund has prepared and filed the Preliminary Prospectus
and the Amended Preliminary Prospectus and has obtained pursuant to NP
43-201 a MRRS decision document evidencing the issuance by the Canadian
Securities Regulators of receipts for each of the Preliminary Prospectus and
the Amended Preliminary Prospectus. The Fund will promptly and, in any event
no later than the Business Day after the execution and delivery of this
Agreement, prepare and file a Final Prospectus and will obtain the Final
MRRS Decision Document. The Fund will promptly fulfil and comply with, to
the reasonable satisfaction of the Underwriters, the Canadian Securities
Laws required to be fulfilled or complied with by the Fund to enable the
Units to be lawfully distributed to the public in the Qualifying Provinces
through the Underwriters or any other investment dealers or brokers
registered as such in the Qualifying Provinces.

2.       DUE DILIGENCE

Prior to the filing of each of the Preliminary Prospectus and the Amended
Preliminary Prospectus the Fund has, and prior to the filing of the Final
Prospectus the Fund shall, permit the Underwriters to review each of the
Preliminary Prospectus, the Amended Preliminary Prospectus and the Final
Prospectus and shall allow each of the Underwriters to conduct any due
diligence



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                                   - 9 -


investigations which any of them reasonably requires in order to fulfil its
obligations as an underwriter under the Canadian Securities Laws and U.S.
Securities Laws and in order to enable it to responsibly execute the
certificate in the Preliminary Prospectus, the Amended Preliminary
Prospectus and the Final Prospectus required to be executed by it. Following
the filing of the Final Prospectus and up to the later of the Closing Date
and the date of completion of the distribution of the Units, the Fund shall
allow each of the Underwriters to conduct any due diligence investigations
which any of them reasonably requires.

3.       DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS

         (a)      Each of the Underwriters shall, and shall require any
                  investment dealer or broker, other than the Underwriters,
                  with which it has a contractual relationship in respect of
                  the distribution of the Units (a "Selling Firm"), to
                  comply with the Canadian Securities Laws in connection
                  with the distribution of the Units in Canada and shall
                  offer the Units for sale to the public in Canada directly
                  and through Selling Firms upon the terms and conditions
                  set out in the Prospectus and this Agreement. Each of the
                  Underwriters shall, and shall require any Selling Firm to,
                  offer for sale to the public and sell the Units only in
                  those jurisdictions where they may be lawfully offered for
                  sale or sold. The Underwriters shall not, without the
                  consent of the Fund, distribute the Units outside Canada
                  and the United States.

         (b)      Each of the Underwriters shall, and shall require any
                  Selling Firm to agree to, distribute the Units in Canada
                  and in the United States in a manner which complies with
                  and observe all applicable laws and regulations (including
                  Rule 144A and Regulation S) in each jurisdiction into and
                  from which they may offer to sell the Units or distribute
                  the Prospectus or any Prospectus Amendment in connection
                  with the distribution of the Units and will not, directly
                  or indirectly, offer, sell or deliver any Units or deliver
                  the Prospectus or any Prospectus Amendment to any person
                  in any jurisdiction other than in the Qualifying Provinces
                  and the Qualifying States except in a manner which will
                  not require the Fund to violate any law or comply with the
                  registration, prospectus, filing or other similar
                  requirements under the applicable securities laws of such
                  other jurisdictions.

         (c)      For the purposes of this section 3, each of the
                  Underwriters shall be entitled to assume that the Units
                  are qualified for distribution in any Qualifying Province
                  where a receipt or similar document for the Prospectus
                  shall have been obtained from the applicable securities
                  commission following the filing of the Prospectus, and
                  none of the Underwriters shall be liable in respect of or
                  in relation to any of the other Underwriters' performance
                  of their obligations pursuant to this section 3 or
                  Schedule A.

         (d)      The Fund and the Underwriters agree that Schedule A to
                  this Agreement, entitled "Rule 144A Sales in the United
                  States", is incorporated by reference in and shall form
                  part of this Agreement.

         (e)      The Underwriters shall cause the distribution of the Units
                  to occur in such a manner that less than 49% of the units
                  are purchased by Non-Residents (as defined in the Fund
                  Declaration of Trust) and shall, upon the reasonable
                  request



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                                   - 10 -


                  of the Fund, provide the Fund with a certificate
                  specifying the number of Units purchased by Non-Residents
                  pursuant to such distribution.

4.       DELIVERY OF DOCUMENTS

         (a)      DELIVERIES ON FILING

On or prior to the day of the filing of the Final Prospectus, the Fund shall
deliver to each of the Underwriters:

                  (i)      a copy of each of the Preliminary Prospectus, the
                           Amended Preliminary Prospectus and the Final
                           Prospectus in the English language signed and
                           certified as required by the Canadian Securities
                           Laws in the Qualifying Provinces other than
                           Quebec;

                  (ii)     a copy of each of the Preliminary Prospectus, the
                           Amended Preliminary Prospectus and the Final
                           Prospectus in the French language signed and
                           certified as required by the Canadian Securities
                           Laws applicable in Quebec;

                  (iii)    a copy of any other document required to be filed
                           along with the Prospectus by the Fund under the
                           Canadian Securities Laws;

                  (iv)     a copy of the Preliminary U.S. Placement
                           Memorandum and the U.S. Placement Memorandum;

                  (v)      opinions of Stikeman Elliott LLP, dated the date
                           of each of the Preliminary Prospectus, the
                           Amended Preliminary Prospectus and the Final
                           Prospectus, respectively, in form and substance
                           satisfactory to the Underwriters, Cenveo and
                           Cenveo US and their counsel, acting reasonably,
                           addressed to the Underwriters, their counsel, the
                           Fund, the Trustees, Cenveo and Cenveo US to the
                           effect that the French language version of each
                           of the Preliminary Prospectus, the Amended
                           Preliminary Prospectus and the Final Prospectus,
                           except for the Financial Statements and Financial
                           Information, as to which no opinion need be
                           expressed by such counsel, is, in all material
                           respects, a complete and proper translation of
                           the English language version thereof;

                  (vi)     opinions of Ernst & Young LLP dated the date of
                           each of the Preliminary Prospectus, the Amended
                           Preliminary Prospectus and the Final Prospectus,
                           respectively, in form and substance satisfactory
                           to the Underwriters, Cenveo and Cenveo US and
                           their counsel, acting reasonably, addressed to
                           the Underwriters, their counsel, the Fund, the
                           Trustees, Cenveo and Cenveo US to the effect that
                           the French language version of the Financial
                           Statements and the Financial Information
                           contained in each of the Preliminary Prospectus,
                           the Amended Preliminary Prospectus and the Final
                           Prospectus is, in all material respects, a
                           complete and proper translation of the English
                           language version thereof; and


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                                   - 11 -

                  (vii)    a "long-form" comfort letter of Ernst & Young
                           LLP, dated the date of the Final Prospectus (with
                           the requisite procedures to be completed by such
                           auditors within two Business Days of the date of
                           the Final Prospectus), addressed to the
                           Underwriters, the Trustees, Cenveo and Cenveo US
                           in form and substance satisfactory to the
                           Underwriters, Cenveo and Cenveo US, acting
                           reasonably, with respect to certain financial and
                           accounting information relating to the Fund,
                           Supremex and the Business in the Final
                           Prospectus, which letter shall be in addition to
                           the auditors' report contained in the Final
                           Prospectus and the auditors' comfort letters
                           addressed to the Canadian Securities Regulators.

         (b)      PROSPECTUS AMENDMENTS

In the event that the Fund is required by Canadian Securities Laws to
prepare and file a Prospectus Amendment, the Fund shall prepare and deliver
promptly to the Underwriters signed and certified copies of such Prospectus
Amendment in the English and French language. Any Prospectus Amendments
shall be in form and substance satisfactory to the Underwriters and their
counsel. Concurrently with the delivery of any Prospectus Amendments, the
Fund shall deliver to the Underwriters (and Cenveo and Cenveo US in the case
of sections 4(a)(vi) and (vii)), with respect to such Prospectus Amendment,
documents similar to those referred to in sections 4(a)(iii), (a)(iv),
(a)(v), (a)(vi) and (a)(vii). Subject to their rights under Section 15, the
Underwriters agree to deliver a copy of any Prospectus Amendment to each
purchaser of Units from the Underwriters.

In addition to the matters set forth above in this section 4 and in section
9, the Fund shall, in good faith, discuss with the Underwriters any change,
event or fact contemplated in those sections that is of a nature that there
may be reasonable doubt as to whether notice should be given to the
Underwriters under section 9 and shall consult with the Underwriters with
respect to the form and content of any Prospectus Amendment, it being
understood and agreed that no such Prospectus Amendment shall be filed with
any Canadian Securities Regulator prior to being reviewed by the
Underwriters and their counsel.

         (c)      COMMERCIAL COPIES

The Fund shall cause commercial copies of the Final Prospectus in the
English and French languages and the U.S. Placement Memorandum to be
delivered to the Underwriters without charge, in such quantities and in such
cities as the Underwriters may reasonably request to the printer of such
documents. Such delivery of the Final Prospectus shall be effected as soon
as possible after filing thereof with, and receipt of a MRRS decision
document therefor from, the Canadian Securities Regulators but, in any
event, on or before 5:00 p.m. (Eastern time) on the second Business Day
following filing of the Final Prospectus. Such deliveries shall constitute
the consent of the Fund to the Underwriters' use of the Final Prospectus and
the U.S. Placement Memorandum for the distribution of the Units in the
Qualifying Provinces and the Qualifying States in compliance with the
provisions of this Agreement, Canadian Securities Laws and U.S. Securities
Laws. The Fund shall similarly cause to be delivered commercial copies of
any Prospectus Amendments. The commercial copies of the Final Prospectus
shall be identical in content to the electronically transmitted versions
thereof filed with Canadian Securities Regulators pursuant to the System for
Electronic Document Analysis and Retrieval.


<PAGE>
<PAGE>

                                   - 12 -


         (d)      PRESS RELEASES

During the period commencing on the date hereof and until completion of the
distribution of the Units, the Fund will promptly provide the Underwriters
drafts of any press releases of the Fund for review by the Underwriters and
their counsel prior to issuance; the Underwriters covenant to use best
efforts to complete such review in a timely and reasonable manner.

5.       REPRESENTATIONS AND WARRANTIES

         (a)      REPRESENTATIONS AS TO PROSPECTUS AND PROSPECTUS AMENDMENTS

Filing of each of the Preliminary Prospectus, the Amended Preliminary
Prospectus, the Final Prospectus and any Prospectus Amendment shall
constitute a representation and warranty by the Fund and Supremex solidarily
to the Underwriters that as at their respective dates and as at the date of
filing of each of the Preliminary Prospectus, Amended Preliminary
Prospectus, Final Prospectus and any Prospectus Amendment, as applicable:

                  (i)      all information and statements (other than
                           information and statements relating solely to the
                           Underwriters which was provided by the
                           Underwriters in writing specifically for use in
                           the Preliminary Prospectus, Amended Preliminary
                           Prospectus, Final Prospectus or any Prospectus
                           Amendment) contained in the Preliminary
                           Prospectus, Amended Preliminary Prospectus, Final
                           Prospectus and any Prospectus Amendment are true
                           and correct in all material respects and contain
                           no misrepresentation and constitute full, true
                           and plain disclosure of all material facts
                           relating to the Fund, Supremex, the Business and
                           the Units;

                  (ii)     no material fact (other than facts relating
                           solely to the Underwriters) has been omitted from
                           such disclosure that is required to be stated in
                           such disclosure or is necessary to make the
                           statements contained in such disclosure not
                           misleading in light of the circumstances under
                           which they were provided or made; and

                  (iii)    such documents, comply with the requirements of
                           Canadian Securities Laws.

Such filings shall also constitute the Fund's consent to the Underwriters'
use of the Final Prospectus and any Prospectus Amendment in connection with
the distribution of the Units in the Qualifying Provinces in compliance with
this Agreement and Canadian Securities Laws.

         (b)      REPRESENTATIONS AND WARRANTIES OF THE FUND AND SUPREMEX

The Fund and Supremex solidarily represent and warrant to the Underwriters
that, and acknowledge that the Underwriters are relying upon such
representations and warranties in purchasing the Units, if any:

                  (i)      the Fund is an unincorporated open-ended trust
                           established under the laws of the Province of
                           Quebec pursuant to the Fund Declaration of Trust
                           and the Trustees, acting in their capacity as
                           trustees of the Fund, have all


<PAGE>
<PAGE>

                                   - 13 -


                           necessary power and authority to administer, control
                           and hold title to the Fund's assets and execute the
                           Fund's undertaking, and to enter into and perform
                           the Fund's obligations under this Agreement and
                           each of the Related Agreements to which it is a
                           party;

                  (ii)     Gilles Cyr is, as of the date hereof, the sole
                           Trustee of the Fund and, upon Closing, the
                           persons identified as Trustees in the Prospectus
                           will have been duly appointed as trustees;

                  (iii)    (A) immediately prior to Closing and completion
                           of the Closing Transactions, the Fund's
                           authorized capital consists of an unlimited
                           number of Units of which 10 Units are issued and
                           outstanding as of the date hereof; (B)
                           immediately following Closing, assuming the
                           over-allotment option has not been exercised,
                           there will be 31,311,667 Units issued and
                           outstanding; (C) except for the over-allotment
                           option, no person, firm or corporation has any
                           agreement or option, or right or privilege
                           (whether pre-emptive or contractual) capable of
                           becoming an option or other agreement for the
                           purchase from the Fund of any unissued Units or
                           other securities of the Fund; and (D) immediately
                           following Closing, the Fund will not hold
                           interests in any other entity other than the
                           Material Subsidiaries;

                  (iv)     each of the Material Subsidiaries (other than
                           Amalco) is a corporation validly existing under
                           the laws of its jurisdiction of incorporation and
                           has all necessary corporate power and authority
                           to own, lease and operate its assets and to carry
                           on its business as described in the Prospectus
                           (including the Business), and to enter into and
                           perform its obligations under each of the Related
                           Agreements to which it is a party;

                  (v)      immediately after Closing and completion of the
                           Closing Transactions, Amalco will be a
                           corporation validly existing under the CBCA and
                           will have all necessary corporate power and
                           authority to own, lease and operate its assets
                           and to carry on its business as described in the
                           Prospectus (including the Business), and to enter
                           into and perform its obligations under each of
                           the Related Agreements to which it is a party;

                  (vi)     (A) immediately after Closing and completion of
                           the Closing Transactions, the Fund will be the
                           registered owner, as the case may be, of all of
                           the issued and outstanding shares of Amalco and
                           Amalco will be the registered owner of all of the
                           issued and outstanding shares of Buffalo Envelope
                           Inc.; and (B) no person, firm or corporation has
                           any agreement or option, or right or privilege
                           (whether pre-emptive or contractual) capable of
                           becoming an option or other agreement for the
                           purchase from any of the Material Subsidiaries of
                           any unissued share or other security of such
                           Material Subsidiary;

                  (vii)    neither the Fund nor any of the Material
                           Subsidiaries is in violation of, and the
                           execution and delivery of this Agreement, the
                           performance by each of the Fund and the Material
                           Subsidiaries of its respective obligations under


<PAGE>
<PAGE>

                                   - 14 -


                           this Agreement and each of the Related Agreements
                           to which it is a party, and the consummation of
                           the Closing Transactions by each of the Fund and
                           the Material Subsidiaries (as applicable) will
                           not result in any breach or violation of, or be
                           in conflict with, or constitute a default under,
                           or create a state of facts which after notice or
                           lapse of time, or both, would constitute a
                           default under, (A) any term or provision of its
                           respective constating documents or by-laws, (B)
                           any resolution of the Trustees or unitholders of
                           the Fund or directors or securityholders of any
                           of the Material Subsidiaries, or (C) except as
                           would not have a material adverse effect on the
                           business, results of operations or financial
                           condition of the Fund and the Material
                           Subsidiaries taken as a whole, any contract,
                           hypothec, mortgage, note, indenture, joint
                           venture or partnership arrangement, or other
                           agreement (written or oral) to which any of the
                           Fund or the Material Subsidiaries is a party, or
                           any instrument, judgment, decree, order, statute,
                           rule, licence or regulation applicable to any of
                           the Fund or the Material Subsidiaries;

                  (viii)   no approval, authorization, consent or other
                           order of, and no filing, registration or
                           recording with any governmental authority is
                           required of any of the Fund or the Material
                           Subsidiaries in connection with the execution or
                           with the performance of this Agreement by the
                           Fund and Supremex, the consummation by the Fund
                           and the Material Subsidiaries of the Closing
                           Transactions (including in respect of the
                           transfers of securities to be made in connection
                           therewith) or to comply with Canadian Securities
                           Laws with regard to the distribution of the Units
                           in the Qualifying Provinces or with U.S.
                           Securities Laws with regard to the distribution
                           of the Units in the Qualifying States, except
                           such as may be required by the securities or blue
                           sky laws of the various states in connection with
                           the offer and sale of the Units (as to which no
                           representation or warranty is given);

                  (ix)     this Agreement has been duly authorized, executed
                           and delivered by each of the Fund and Supremex
                           and constitutes a legal, valid and binding
                           obligation of the Fund and Supremex enforceable
                           against the Fund and Supremex in accordance with
                           its terms, except as enforcement hereof may be
                           limited by bankruptcy, insolvency,
                           reorganization, moratorium or similar laws
                           affecting the rights of creditors generally and
                           except as limited by the application of equitable
                           principles when equitable remedies are sought and
                           subject to the fact that rights of indemnity and
                           contribution may be limited by applicable law;

                  (x)      at, before or immediately after Closing, as
                           applicable, each of the Related Agreements to
                           which each of the Fund and/or any of the Material
                           Subsidiaries is a party will have been duly
                           authorized, executed and delivered by the Fund
                           and/or such Material Subsidiaries, as applicable,
                           and will constitute a legal, valid and binding
                           obligation of the Fund and each such Material
                           Subsidiary enforceable against the Fund and each
                           such Material Subsidiary in accordance with its
                           terms, except as enforcement


<PAGE>
<PAGE>

                                   - 15 -


                           thereof may be limited by bankruptcy, insolvency,
                           reorganization, moratorium or similar laws
                           affecting the rights of creditors generally and
                           except as limited by the application of equitable
                           principles when equitable remedies are sought and
                           subject to the fact that rights of indemnity and
                           contribution may be limited by applicable law;

                  (xi)     the description of each of the Related Agreements
                           in the Prospectus is, in all material respects, a
                           true, complete and accurate description of the
                           material terms and conditions of each such
                           Related Agreement;

                  (xii)    the description of the securities of the Fund,
                           and Supremex in the Prospectus is, in all
                           material respects, a true, complete and accurate
                           description of the rights, privileges,
                           restrictions, terms and conditions attaching to
                           such securities;

                  (xiii)   no agreement is currently in force or effect
                           which, in any manner, affects the voting or
                           control of any of the securities of the Fund and,
                           at the Closing Time, no such agreement will be in
                           force or effect;

                  (xiv)    at the Closing Time, the Purchased Units will be
                           validly created and be duly authorized and issued
                           as fully-paid and non-assessable;

                  (xv)     if applicable, at the Option Closing Time, the
                           Additional Units will be validly created and duly
                           authorized and issued as fully-paid and
                           non-assessable;

                  (xvi)    no securities commission, stock exchange or
                           comparable authority has issued any order
                           preventing or suspending the use or effectiveness
                           of the Preliminary Prospectus, the Amended
                           Preliminary Prospectus, the Final Prospectus, or
                           any Prospectus Amendment or preventing the
                           distribution of the Units, if any, in any
                           Qualifying Province nor instituted proceedings
                           for that purpose and, to the knowledge of the
                           Fund, no such proceedings are pending or
                           contemplated;

                  (xvii)   at the Closing Time, Computershare Investor
                           Services Inc, at its offices in the cities of
                           Montreal and Toronto, will have been duly
                           appointed as registrar, transfer agent and
                           distribution disbursing agent for the Units;

                  (xviii)  except as disclosed in the Prospectus, there is
                           no litigation or governmental or other proceeding
                           or investigation at law or in equity before any
                           court or before or by any federal, provincial,
                           state, municipal or other governmental or public
                           department, commission, board, agency or body,
                           domestic or foreign, pending or, to the Fund's or
                           Supremex's knowledge, threatened (and none of the
                           Fund or Supremex knows of any basis therefor)
                           against, or involving the assets, properties or
                           business of, the Fund or any of the Material
                           Subsidiaries nor are there any matters under
                           discussion with any governmental authority
                           relating to taxes, governmental charges or
                           assessments asserted by any such authority which
                           would have a material adverse effect on the
                           business, results of


<PAGE>
<PAGE>

                                   - 16 -


                           operations or financial condition of the Fund and
                           the Material Subsidiaries, taken as a whole;

                  (xix)    the Units have been conditionally approved for
                           trading on the TSX subject to satisfaction of the
                           listing conditions set forth in the conditional
                           approval letter of the TSX dated March 16, 2006;

                  (xx)     the Fund is not a non-resident of Canada under
                           the Income Tax Act (Canada) and, subject to
                           meeting the minimum distribution requirements
                           with respect to the purchasers of the Units
                           pursuant to paragraph 132(6)(c) of the Income Tax
                           Act (Canada) and the filing of an election under
                           sub-section 132(6.1) of the Income Tax Act
                           (Canada), the Fund will, at the Closing Date,
                           qualify as a "mutual fund trust" under the Income
                           Tax Act (Canada);

                  (xxi)    the Financial Statements in the Prospectus and
                           any Prospectus Amendment have been prepared in
                           accordance with the applicable books and records
                           of the Fund and Supremex and present fairly in
                           all material respects (on a pro forma basis when
                           applicable) the consolidated financial position
                           of the Fund and Supremex, as applicable, as of
                           the applicable dates, and the results of
                           operations and cash flows of the Fund and
                           Supremex, as applicable, for the applicable
                           periods, except as otherwise indicated in the
                           Financial Statements.

                  (xxii)   Except as reflected, reserved against or
                           otherwise disclosed in the Financial Statements,
                           as of December 31, 2005, Supremex did not have
                           any liabilities or obligations of any nature
                           (whether absolute, accrued, contingent or
                           otherwise) that would have been required to be
                           reflected by it in the balance sheet of Supremex
                           dated as of such date included in the Financial
                           Statement in accordance with GAAP, with such
                           exceptions as are not, individually or in the
                           aggregate, reasonably likely to result in a
                           material adverse effect on the business,
                           financial condition or results of operations of
                           the Fund and the Material Subsidiaries, taken as
                           a whole;

                  (xxiii)  none of the Fund or any of the Material
                           Subsidiaries has incurred any liabilities or
                           obligations of any nature (whether accrued,
                           absolute, contingent or otherwise) that continue
                           to be outstanding, except as disclosed in the
                           Financial Statements or the Prospectus, or
                           incurred in the ordinary course of business,
                           other than those liabilities and obligations that
                           are not, individually or in the aggregate,
                           reasonably likely to result in a material adverse
                           effect on the business, financial condition or
                           results of operations of the Fund and the
                           Material Subsidiaries, taken as a whole;

                  (xxiv)   other than in connection with the Closing
                           Transactions or as otherwise disclosed in the
                           Final Prospectus, since December 31, 2005:

                           (A)      the Material Subsidiaries have operated
                                    their business (including the Business),
                                    taken as a whole, in the ordinary
                                    course;


<PAGE>
<PAGE>

                                   - 17 -



                           (B)      there has not been any material adverse
                                    change in the assets, liabilities,
                                    business, financial condition or results
                                    of operations of the Fund and the
                                    Material Subsidiaries, taken as a whole;

                           (C)      there has not been any acquisition of
                                    all or substantially all of the assets
                                    or properties or of the securities or
                                    business of any other person by the Fund
                                    or any of the Material Subsidiaries or
                                    any merger, consolidation or
                                    amalgamation involving the Fund or any
                                    Material Subsidiaries;

                           (D)      none of the Fund or any of the Material
                                    Subsidiaries has transferred, assigned,
                                    sold, distributed, dividended or
                                    otherwise disposed of any of the
                                    material assets shown or reflected in
                                    the Financial Statements or cancelled
                                    any material debts or entitlements;

                           (E)      through the date of this Agreement,
                                    there has not been any incurrence by the
                                    Fund or any Material Subsidiary of any
                                    indebtedness for borrowed money or
                                    incurrence, assumption or guarantee of,
                                    or any other act to become responsible
                                    for, any liabilities or obligations or
                                    indebtedness of any other person, or
                                    making of loans or advances by the Fund
                                    or any Material Subsidiary to any
                                    person, other than in the ordinary
                                    course of business; or

                           (F)      there has not been any change in the
                                    financial or accounting practices or
                                    policies of any Material Subsidiaries,
                                    except as required by applicable
                                    legislation or GAAP;

                  (xxv)    the Financial Information (other than the
                           information described in items (b), (d), (g), (h)
                           and (i) of such term) and the unaudited pro forma
                           consolidated financial statements of the Fund
                           included in the Prospectus has been properly
                           compiled to give effect to the assumptions and
                           adjustments described in respect thereof, which
                           assumptions are reasonable;

                  (xxvi)   each of the Fund and Material Subsidiaries
                           maintains or, at the Closing Date, will have
                           established and will maintain a system of
                           internal accounting controls sufficient to
                           provide reasonable assurance that: (A)
                           transactions are executed in accordance with
                           management's general or specific authorizations;
                           (B) transactions are recorded as necessary to
                           permit the preparation of financial statements in
                           conformity with GAAP and to maintain
                           accountability for assets; (C) access to assets
                           is permitted only in accordance with management's
                           general or specific authorizations; and (D) the
                           recorded accountability for assets is compared
                           with the existing assets at reasonable intervals
                           and appropriate action is taken with respect to
                           any differences;


<PAGE>
<PAGE>

                                   - 18 -



                  (xxvii)  the reports and statistical and market-related
                           data included in the Prospectus are derived from
                           sources which were provided to Supremex and which
                           Supremex reasonably and in good faith believes to
                           be accurate and reliable;

                  (xxviii) other than as discussed in the Prospectus, no
                           acquisitions or dispositions have been made by
                           Supremex in the three most recently completed
                           fiscal years that are "significant acquisitions"
                           or "significant dispositions" and neither the
                           Fund nor any of the Material Subsidiaries are a
                           party to any contract with respect to any
                           transaction that would constitute a "probable
                           acquisition", in each case which would require
                           disclosure in the Prospectus pursuant to
                           Regulation Q-28 respecting General Prospectus
                           Requirements or similar requirements of other
                           Canadian Securities Laws;

                  (xxix)   Ernst & Young LLP are independent with respect to
                           the Fund and the Material Subsidiaries within the
                           meaning of the Canadian Securities Laws and of
                           the Code of Ethics of Chartered Accountants of
                           Quebec and there has not been any "reportable
                           event" (within the meaning of Regulation 51-102
                           concerning Continuous Disclosure Obligations
                           (Quebec)) with the auditors of the Fund or any of
                           the Material Subsidiaries with respect to the
                           last three years, as if each had been a public
                           reporting issuer during that time;

                  (xxx)    no trustee, director or officer, former trustee,
                           director or officer, unitholder, shareholder or
                           employee of, or any other person not dealing at
                           arm's length with, the Fund or any of the
                           Material Subsidiaries, and their respective
                           directors, officers or employees, will continue
                           after the Closing Time to be engaged in any
                           material transaction or arrangement with, to be a
                           party to a material contract with, or to have any
                           material indebtedness, liability or obligation
                           to, the Fund or any of the Material Subsidiaries,
                           except as disclosed in the Prospectus;

                  (xxxi)   the minute books and related records of Supremex,
                           PNG Inc. and Innova Envelope Inc. made available
                           to counsel for the Underwriters in connection
                           with their due diligence investigation in respect
                           of the offering of the Units constitute all of
                           the minute books and related records of any
                           Material Subsidiaries and, to the knowledge of
                           Supremex, contain copies of all proceedings (or
                           certified copies thereof) of the shareholders,
                           the boards of directors and all committees of the
                           boards of directors of any Material Subsidiaries
                           to the date of review of such corporate records
                           and minute books and, to the knowledge of
                           Supremex, there have been no other meetings,
                           resolutions or proceedings of the shareholders,
                           board of directors or any committees of the board
                           of directors of any Material Subsidiaries to the
                           date of review of such corporate records and
                           minute books not reflected in such minutes and
                           other records, other than those which have been
                           disclosed to the Underwriters;

                  (xxxii)  except as contemplated hereby, there is no person
                           acting or purporting to act at the request of the
                           Fund or any of the Material Subsidiaries who is


<PAGE>
<PAGE>

                                   - 19 -


                           entitled to any brokerage or agency fee in
                           connection with the sale of the Units; and

                  (xxxiii) each of the representations and warranties made
                           by Cenveo and Cenveo US in sections 3.6 to 3.26
                           inclusively of the Acquisition Agreement to the
                           Fund and Supremex and each of the representations
                           and warranties of Cenveo US in sections 3.4 to
                           3.14 inclusively of the Cenveo Depew Acquisition
                           Agreement to Buffalo Envelope Inc. are true and
                           correct as of the date hereof and are hereby
                           incorporated by reference into this Agreement and
                           shall apply mutatis mutandis as if they were
                           representations and warranties made by the Fund
                           and Supremex to the Underwriters in this
                           Agreement.

         (c)      REPRESENTATIONS AND WARRANTIES OF CENVEO AND CENVEO US

         Cenveo and Cenveo US hereby solidarily represent and warrant that,
         as of the date hereof and as at the Closing Time, the following to
         the Underwriters and acknowledges that the Underwriters are
         relying upon such representations and warranties in purchasing the
         Units:

                  (i)      it is a corporation validly existing under the
                           laws of the State of Colorado or Delaware, as
                           applicable, and has all necessary power and
                           authority to own, lease and operate its assets,
                           to carry on its business, and to enter into and
                           perform its obligations under this Agreement and
                           each of the Related Agreements to which it is a
                           party;

                  (ii)     the execution of this Agreement and each of the
                           Related Agreements to which it is a party, and
                           the performance of its obligations hereunder and
                           thereunder has been duly authorized by all
                           necessary corporate action on its part;

                  (iii)    it is not in violation of, and the execution of
                           each of this Agreement and the Related Agreements
                           to which it is a party, the performance by it of
                           its obligations under this Agreement and each of
                           the Related Agreements to which it is a party and
                           the consummation of the Closing Transactions by
                           it will not result in any breach or violation of,
                           or be in conflict with, or constitute a default
                           under, or create a state of facts which after
                           notice or lapse of time, or both, would
                           constitute a default under, (A) any term or
                           provision of its constating documents or by-laws,
                           (B) any resolution of its directors or
                           securityholders, or (C) with such exceptions as
                           do not have a material adverse effect on the
                           ability of Cenveo or Cenveo US to perform their
                           respective obligations pursuant to this Agreement
                           and except for such consents as may be required
                           in relation to item (x) below which will have
                           been obtained on or prior to the Closing Date,
                           any contract, hypothec, mortgage, note,
                           indenture, lease, joint venture or partnership
                           arrangement or other agreement (written or oral)
                           to which it is a party, or any instrument,
                           judgment, decree, order, statute, rule, licence
                           or regulation applicable to it, including without
                           limitation (x) the US$300 million senior secured
                           credit facility of Cenveo with a group of banks
                           which matures in


<PAGE>
<PAGE>

                                   - 20 -


                           June 2008, (y) the note indenture pursuant to which
                           the US$320 million of 7-7/8% senior subordinated
                           notes of Cenveo due 2013 were issued, and (z) the
                           note indenture pursuant to which the US$350
                           million 9-5/8% senior notes of Cenveo due 2012
                           were issued;

                  (iv)     each of this Agreement and the Related Agreements
                           to which it is a party constitutes a legal, valid
                           and binding obligation of each of Cenveo and
                           Cenveo US, enforceable against it in accordance
                           with its terms, except as enforcement thereof may
                           be limited by bankruptcy, insolvency,
                           reorganization, moratorium or similar laws
                           affecting the rights of creditors generally and
                           except as limited by the application of equitable
                           principles when equitable remedies are sought and
                           subject to the fact that rights of indemnity and
                           contribution may be limited by applicable law;

                  (v)      none of Cenveo, Cenveo US or any of their
                           respective controlled affiliates (other than the
                           Fund and Supremex and their respective
                           subsidiaries), directors officers or employees,
                           or any other person not dealing at arm's length
                           with Cenveo, Cenveo US or any of their respective
                           controlled affiliates (other than the Fund and
                           Supremex and their respective subsidiaries) will
                           continue after the Closing Time to be engaged in
                           any transaction or arrangement with, to be a
                           party to a contract with, or to have any
                           indebtedness, liability or obligation to, the
                           Fund or any of the Material Subsidiaries, except
                           as disclosed in the Prospectus or contemplated by
                           the Related Agreements;

                  (vi)     Cenveo Canada is a corporation validly existing
                           under the laws of Nova Scotia and has all
                           necessary corporate power and authority to enter
                           into and perform its obligations under each of
                           the Related Agreements to which it is a party;

                  (vii)    Immediately prior to the amalgamation of Supremex
                           with Cenveo Canada to form Amalco, (A) Cenveo US
                           will be the registered owner of all of the issued
                           and outstanding shares of Cenveo Canada, and (B)
                           other than pursuant to the Acquisition Agreement,
                           no person, firm or corporation has any agreement
                           or option, right or privilege (whether
                           pre-emptive or contractual) capable of becoming
                           an option or other agreement for the purchase of
                           any unissued share or other security of Cenveo
                           Canada;

                  (viii)   (w) Cenveo Canada is not in violation of, and its
                           continuation under the CBCA and the consummation
                           of its amalgamation with Supremex to form Amalco
                           will not result in, and (x) the performance by
                           Amalco of its obligations under the Related
                           Agreements to which Amalco is a party and the
                           consummation of the Closing Transactions by
                           Amalco will not result in, any breach or
                           violation of, or be in conflict with, or
                           constitute a default under, or create a state of
                           facts which after notice or lapse of time, or
                           both, would constitute a default under: (A) any
                           term or provision of the constating documents or
                           by-laws of Cenveo Canada, (B) any resolution of
                           the directors or securityholders of Cenveo
                           Canada, or (C) with such exceptions as do not
                           have a material adverse effect on (y) the ability of


<PAGE>
<PAGE>

                                   - 21 -


                           Cenveo Canada to effect its continuation under
                           the CBCA and consummate its amalgamation with
                           Supremex to form Amalco, and (z) the ability of
                           Amalco to perform its obligations under the
                           Related Agreements to which Amalco is a party and
                           to consummate the Closing Transactions, any
                           contract, hypothec, mortgage, note, indenture,
                           joint venture or partnership arrangement, or
                           other agreement (written or oral) to which Cenveo
                           Canada is a party, or any instrument, judgment,
                           decree, order, statute, rule, licence or
                           regulation applicable to Cenveo Canada;

                  (ix)     at, before or immediately after Closing, as
                           applicable, each of the Related Agreements to
                           which Cenveo Canada is a party will have been
                           duly authorized, executed and delivered by Cenveo
                           Canada and will constitute a legal, valid and
                           binding obligation of Cenveo Canada enforceable
                           against Cenveo Canada in accordance with its
                           terms, except as enforcement thereof may be
                           limited by bankruptcy, insolvency,
                           reorganization, moratorium or similar laws
                           affecting the rights of creditors generally and
                           except as limited by the application of equitable
                           principles when equitable remedies are sought and
                           subject to the fact that rights of indemnity and
                           contribution may be limited by applicable law;

                  (x)      except as disclosed in the Prospectus, there is
                           no litigation or governmental or other proceeding
                           or investigation at law or in equity before any
                           court or before or by any federal, provincial,
                           state, municipal or other governmental or public
                           department, commission, board, agency or body,
                           domestic or foreign, pending against, or
                           involving the assets, properties or business of,
                           Cenveo Canada nor are there any matters under
                           discussion with any governmental authority
                           relating to taxes, governmental charges or
                           assessments asserted by any such authority which
                           would have a material adverse effect on the
                           business, results of operations or financial
                           condition of Cenveo Canada, Supremex and its
                           subsidiaries taken as a whole; and

                  (xi)     other than the sections of the Prospectus
                           entitled "Canadian Income Tax Considerations" and
                           "Eligibility for Investment" and the information
                           and statements relating solely to the
                           Underwriters as to which no representation is
                           given, the Prospectus constitutes full, true and
                           plain disclosure of all material facts relating
                           to the Business and does not contain any
                           misrepresentation.

         (d)      SURVIVAL OF REPRESENTATIONS AND WARRANTIES

                  (i)      The representations, warranties, obligations and
                           agreements of the Fund and Supremex contained in
                           this Agreement and in any certificate delivered
                           pursuant to this Agreement or in connection with
                           the purchase and sale of the Units shall survive
                           the purchase of the Units and shall continue in
                           full force and effect for a period of 18 months
                           from the Closing Date unaffected by any
                           subsequent disposition of the Units by the
                           Underwriters or the termination of the
                           Underwriters' obligations and shall not be
                           limited or prejudiced by any investigation made
                           by or on behalf of the


<PAGE>
<PAGE>

                                   - 22 -


                           Underwriters in connection with the preparation of
                           the Prospectus, any Prospectus Amendments or the
                           distribution of the Units, except that: (w) the
                           representations and warranties set out in
                           sections 5(a), 5(b)(xi) and 5(b)(xii) (and the
                           related indemnity obligation with respect to the
                           foregoing sections) shall survive for a period of
                           90 days following the date on which the Fund is
                           no longer liable under Canadian Securities Laws
                           for a misrepresentation under the Prospectus, (x)
                           the representations and warranties set out in
                           sections 5(b)(i) to 5(b)(vi) inclusively,
                           5(b)(vii)(A) and (B), 5(b)(ix), 5(b)(xiv) and
                           5(b)(xv) (and the related indemnity obligation
                           with respect to the foregoing sections) shall
                           survive the Closing and continue in full force
                           and effect without limitation of time, (y) the
                           representations and warranties set out in section
                           5(b)(xxxiii) (and the related indemnity
                           obligation with respect to the foregoing section)
                           shall be subject to the time limitations set
                           forth in section 7.1 of the Acquisition
                           Agreement, and (z) a claim for any breach of any
                           of the representations and warranties of the Fund
                           or Supremex contained in this Agreement involving
                           fraud shall not be subject to any limitation of
                           time.

                  (ii)     The representations, warranties, obligations and
                           agreements of Cenveo and Cenveo US contained in
                           this Agreement and in any certificate delivered
                           pursuant to this Agreement or in connection with
                           the purchase and sale of the Units shall survive
                           the purchase of the Units and shall continue in
                           full force and effect for a period of 18 months
                           from the Closing Date unaffected by any
                           subsequent disposition of the Units by the
                           Underwriters or the termination of the
                           Underwriters' obligations and shall not be
                           limited or prejudiced by any investigation made
                           by or on behalf of the Underwriters in connection
                           with the preparation of the Prospectus, any
                           Prospectus Amendments or the distribution of the
                           Units, except that: (x) the representations and
                           warranties set out in section 5(c)(i), 5(c)(ii),
                           5(c)(iii)(A), 5(c)(iii)(B), 5(c)(iv), 5(c)(vi),
                           5(c)(viii)(A), 5(c)(viii)(B) and 5(c)(ix) (and
                           the related indemnity obligation with respect to
                           the foregoing sections) shall survive the Closing
                           and continue in full force and effect without
                           limitation of time, and (y) the representations
                           and warranties set out in and sections 5(c)(x)
                           and 5(c)(xi) (and the related indemnity
                           obligation with respect to the foregoing
                           sections) inclusively shall survive until the
                           date that is three years and 90 days following
                           the Closing Date (i.e., the date on which the
                           Fund is no longer liable under Canadian
                           Securities Laws for a misrepresentation under the
                           Prospectus).

6.       COVENANTS OF THE FUND

The Fund covenants and agrees with the Underwriters, Cenveo and Cenveo US
that:

         (a)      it will advise the Underwriters, promptly after receiving
                  notice thereof, of the time when the Final Prospectus has
                  been filed and when the Final MRRS Decision Document in
                  respect thereof and any other receipts have been obtained
                  and will provide evidence satisfactory to the Underwriters
                  of each filing and the issuance of the Final MRRS Decision
                  Document and any other receipts;


<PAGE>
<PAGE>

                                   - 23-


         (b)      it will advise the Underwriters, promptly after receiving
                  notice or obtaining knowledge, of: (i) the issuance by any
                  Canadian Securities Regulator of any order suspending or
                  preventing the use of the Preliminary Prospectus, the
                  Amended Preliminary Prospectus, the Final Prospectus or
                  any Prospectus Amendment; (ii) the suspension of the
                  qualification of the Units for distribution or sale in any
                  of the Qualifying Provinces; (iii) the institution or
                  threatening of any proceeding for any of those purposes;
                  or (iv) any requests made by any Canadian Securities
                  Regulator for amending or supplementing the Prospectus, or
                  for additional information, and will use its commercially
                  reasonable efforts to prevent the issuance of any such
                  order and, if any such order is issued, to obtain the
                  withdrawal of the order promptly;

         (c)      it will, and will cause each of the Material Subsidiaries
                  to, apply the proceeds from the issue and sale of the
                  Units in accordance with the disclosure set out under the
                  heading "Use of Proceeds" in the Prospectus;

         (d)      except for the Initial Notes and the Over-Allotment Note,
                  it will not issue any third party indebtedness until the
                  31st day following the Closing Date;

         (e)      it will, and will cause each of the Material Subsidiaries
                  to, execute and deliver the Related Agreements to which it
                  is a party;

         (f)      after the Closing Date, the Fund will file the election
                  contemplated by subsection 132(6.1) of the Income Tax Act
                  (Canada) and any corresponding provision of provincial tax
                  legislation to ensure its status as a "mutual fund trust"
                  thereunder;

         (g)      the Fund and the Material Subsidiaries will refund to the
                  Underwriters the purchase price paid by them for the
                  Purchased Units under this Agreement if the transactions
                  contemplated by the Prospectus to occur at or immediately
                  prior to Closing are not completed provided that, in such
                  event, the Underwriters will return to the Fund the fees
                  paid to them by the Fund, less any expenses as
                  contemplated by section 18, and will return to investors
                  any amounts paid by them for the Purchased Units; and

         (h)      (A) if the over-allotment option is exercised in full by
                  the Underwriters, the Fund will irrevocably direct payment
                  at the Option Closing Time by the Underwriters of the
                  aggregate of the Purchase Price of the Additional Units
                  net of the applicable Underwriting Fee to Cenveo US as
                  payment in full of the Over-Allotment Note; (B) if the
                  over-allotment option is exercised in part by the
                  Underwriters, the Fund will (x) irrevocably direct payment
                  at the Option Closing Time by the Underwriters of the
                  aggregate of the Purchase Price of such Additional Units
                  net of the applicable Underwriting Fee to be purchased by
                  the Underwriters on the Option Closing Date to Cenveo US
                  as partial payment of the Over-Allotment Note, and (y)
                  issue at the Option Closing Time to Cenveo US that number
                  of units of the Fund prescribed by the Over-Allotment
                  Note, and (C) if the over-allotment option is not
                  exercised by the Underwriters, the Fund will issue that
                  number of units of the Fund prescribed by the
                  Over-Allotment Note to Cenveo US as payment in full of the
                  Over-Allotment Note. AcquisiCo shall pay to the
                  Underwriters the Underwriting Fee with respect to any
                  Additional Units


<PAGE>
<PAGE>

                                   - 24 -


                  purchased pursuant to the exercise in whole or in part by the
                  Underwriters of the over-allotment option concurrently
                  with any payment to be made by the Underwriters to Cenveo
                  US at the direction of the Fund pursuant to this paragraph
                  (nothing in this sentence shall release the Fund from the
                  obligation to make the foregoing payment).

7.       CHANGE OF CLOSING DATE

Subject to the termination provisions contained in section 14, if a material
change or a change in a material fact occurs or is discovered prior to the
Closing Date, the Closing Date shall be, unless the Fund and the
Underwriters otherwise agree in writing or unless otherwise required under
Canadian Securities Laws, the sixth Business Day following the later of:

                  (i)      the date on which all applicable filings or other
                           requirements of Canadian Securities Laws with
                           respect to such material change or change in a
                           material fact have been complied with in all
                           Qualifying Provinces and any appropriate MRRS
                           decision documents obtained for such filings and
                           notice of such filings from the Fund or its
                           counsel have been received by the Underwriters;
                           and

                  (ii)     the date upon which the commercial copies of any
                           Prospectus Amendments have been delivered in
                           accordance with section 4(c).

8.       COMPLETION OF DISTRIBUTION

The Underwriters shall after the Closing Time and, if applicable, the Option
Closing Time, give prompt written notice to the Fund when, in the opinion of
the Underwriters, they have completed distribution of the Purchased Units or
the Additional Units as the case may be, including the total proceeds
realized in each of the Qualifying Provinces, the Qualifying States and any
other jurisdiction from such distribution.

9.       CHANGES

         (a)      MATERIAL CHANGE OR CHANGE IN MATERIAL FACT DURING
                  DISTRIBUTION

During the period from the date of this Agreement to the later of the
Closing Date and the date of completion of distribution of the Units, the
Fund shall promptly notify the Underwriters in writing of:

                  (i)      any material change (actual, anticipated,
                           contemplated or threatened, financial or
                           otherwise) in the business, affairs, operations,
                           assets, liabilities (contingent or otherwise) or
                           capital of the Fund or any Material Subsidiaries
                           taken as a whole;

                  (ii)     any material fact which has arisen or has been
                           discovered and would have been required to have
                           been stated in the Final Prospectus had the fact
                           arisen or been discovered on, or prior to, the
                           date of such document; and

                  (iii)    any change in any material fact (which for the
                           purposes of this Agreement shall be deemed to
                           include the disclosure of any previously
                           undisclosed


<PAGE>
<PAGE>

                                   - 25 -


                           material fact) contained in the Final Prospectus or
                           any Prospectus Amendment, which fact or change is,
                           or may be, of such a nature as to render any
                           statement in the Final Prospectus or any
                           Prospectus Amendment misleading or untrue in any
                           material respect or which would result in a
                           misrepresentation in the Final Prospectus or any
                           Prospectus Amendment or which would result in the
                           Final Prospectus or any Prospectus Amendment not
                           complying (to the extent that such compliance is
                           required) with Canadian Securities Laws, in each
                           case, as at any time up to and including the
                           later of the Closing Date and the date of
                           completion of the distribution of the Units.

The Fund shall promptly, and in any event within any applicable time
limitation, comply, to the satisfaction of the Underwriters, acting
reasonably, with all applicable filings and other requirements under the
Canadian Securities Laws as a result of such fact or change; provided that
the Fund shall not file any Prospectus Amendment or other document without
first obtaining from the Underwriters their approval, after consultation
with the Underwriters with respect to the form and content thereof, which
approval will not be unreasonably withheld or delayed. The Fund shall in
good faith discuss with the Underwriters any fact or change in circumstances
(actual, anticipated, contemplated or threatened, financial or otherwise)
which is of such a nature that there is reasonable doubt whether written
notice need be given under this section 9(a).

         (b)      CHANGE IN CANADIAN SECURITIES LAWS

If during the period of distribution of the Units there shall be any change
in Canadian Securities Laws that, in the opinion of the Underwriters, acting
reasonably, requires the filing of a Prospectus Amendment, the Fund shall,
to the satisfaction of the Underwriters, acting reasonably, promptly prepare
and file such Prospectus Amendment with the appropriate securities
regulatory authority in each of the Qualifying Provinces where such filing
is required.

10.      SERVICES PROVIDED BY UNDERWRITERS AND UNDERWRITING FEE

In return for the Underwriters' services in acting as financial advisors to
the Fund, assisting in the preparation of the Prospectus (and any Prospectus
Amendments), advising on the final terms and conditions of the Units,
performing and managing banking, selling or other groups for the sale of the
Units, distributing the Units, both directly and to other registered dealers
as brokers, and performing administrative work in connection with the
distribution of the Units, the Fund agrees to cause AcquisiCo to pay the
Underwriting Fee at the Closing Time and, if applicable, the Option Closing
Time against delivery of the Units and, if applicable, the Additional Units.
The Underwriting Fee shall be payable as provided for in section 11.

11.      DELIVERY OF PURCHASE PRICE, UNDERWRITERS' FEE AND CERTIFICATES

The purchase and sale of the Purchased Units and, if applicable, the
Additional Units shall be completed at the Closing Time and the Option
Closing Time, as the case may be, at the offices of Stikeman Elliott LLP,
1155 Rene-Levesque Boulevard West, Suite 4000, Montreal, Quebec, or at such
other place as the Underwriters and the Fund may agree upon.

At the Closing Time or the Option Closing Time, as the case may be, the Fund
shall duly and validly deliver to the Underwriters one or more definitive
global unit certificate(s) representing



<PAGE>
<PAGE>

                                   - 26 -


the Purchased Units or the Additional Units, as the case may be registered
in the name of CDS & Co. or in such other nominee name or names for CDS as
the Lead Underwriters may notify the Fund in writing not less than 24 hours
prior to the Closing Time or the Option Closing Time, as the case may be,
against payment by the Underwriters, as directed by the Fund, of the
Purchase Price for the Purchased Units or the Additional Units, as the case
may be, by wire transfer in each case together with a receipt signed by the
Lead Underwriters for such definitive global certificate(s) and for receipt
of the Underwriting Fee.

In order to facilitate an efficient and timely closing at the Closing Time
and the Option Closing Time, the Underwriters may choose to initiate a wire
transfer of funds to the Fund or its counsel prior to the Closing Time or
the Option Closing Time, as the case may be. If the Underwriters do so, the
Fund agrees that such transfer of funds to the Fund prior to the Closing
Time or the Option Closing Time does not constitute a waiver by the
Underwriters of any of the conditions of the Closing or the Option Closing
set out in this Agreement. Furthermore, the Fund agrees that any such funds
received from the Underwriters prior to the Closing Time or the Option
Closing Time, as the case may be, will be held in trust solely for the
benefit of the Underwriters until the Closing Time or the Option Closing
Time, as the case may be, and if the Closing or the Option Closing, as the
case may be, does not occur at the scheduled Closing Time or the Option
Closing Time, as the case may be, such funds shall be immediately returned
by wire transfer to either of the Lead Underwriters, on behalf of the
Underwriters, without interest. Upon the satisfaction of the conditions of
the Closing or the Option Closing, as the case may be, and the delivery to
the Underwriters of the items set out in section 13, the funds held in trust
for the Underwriters shall be deemed to be delivered by the Underwriters to
the Fund in satisfaction of the obligation of the Underwriters under this
section 11 and upon such delivery the trust constituted by this section 11
shall be terminated without further formality.

12.      DELIVERY OF CERTIFICATES TO TRANSFER AGENT

The Fund shall, prior to the Closing Date or the Option Closing Date, as the
case may be, make all necessary arrangements for the exchange of the
definitive certificate(s) representing the Purchased Units or the Additional
Units, as the case may be, on the Closing Date or the Option Closing Date,
as the case may be, with CDS.

The Fund shall cause AcquisiCo to pay all fees and expenses payable to CDS
and/or the Transfer Agent in connection with the preparation, delivery,
certification and exchange of the certificates representing the Purchased
Units and the Additional Units contemplated by this section 12 and the fees
and expenses payable to CDS in connection with the initial or additional
transfers as may be required in the course of the distribution of the Units.

13.      UNDERWRITERS' OBLIGATION TO PURCHASE

The Underwriters' obligation to purchase the Purchased Units at the Closing
Time shall be subject to the accuracy of the representations and warranties
of each of the Fund, Supremex, Cenveo and Cenveo US contained in this
Agreement as of the date of this Agreement and in all material respects as
of the Closing Date (except, in each case, for those representations and
warranties that are subject to a materiality qualification, which will be
true and correct in all respects), the performance by each of the Fund,
Supremex, Cenveo and Cenveo US of their respective obligations under this
Agreement and the following conditions:


<PAGE>
<PAGE>

                                   - 27 -


         (a)      DELIVERY OF OPINIONS

                  (i)      the Underwriters, Cenveo and Cenveo US shall have
                           received at the Closing Time a favourable legal
                           opinion dated the Closing Date, in form and
                           substance satisfactory to counsel to the
                           Underwriters, Cenveo and Cenveo US addressed to
                           the Underwriters and counsel to the Underwriters,
                           Cenveo and Cenveo US from Stikeman Elliott LLP,
                           counsel to the Fund and Supremex, as to the laws
                           of Canada and the Qualifying Provinces, which
                           counsel in turn may rely upon the opinions of
                           local counsel where they deem such reliance
                           proper as to the laws other than those of Canada
                           and Quebec, British Columbia, Alberta and Ontario
                           and as to matters of fact, on certificates of the
                           auditors of the Fund and Supremex, public and
                           stock exchange officials and officers of the Fund
                           and Supremex, with respect to the following
                           matters, assuming completion of the Closing and
                           the Closing Transactions:

                           (A)      as to the valid existence of each of the
                                    Fund and the Material Subsidiaries under
                                    the laws of their respective
                                    jurisdiction of organization or
                                    incorporation, as applicable;

                           (B)      as to the authorized and issued capital
                                    of each of the Fund and the Material
                                    Subsidiaries;

                           (C)      that the Fund or a Material Subsidiary,
                                    as applicable, is the registered owner
                                    of all of the issued and outstanding
                                    shares of each of the Material
                                    Subsidiaries;

                           (D)      that each of the Fund and the Material
                                    Subsidiaries has all requisite power,
                                    capacity and authority under the laws of
                                    its respective jurisdiction of
                                    incorporation or organization, as
                                    applicable, and each is qualified to:

                                    (I)      carry on its businesses
                                             (including the Business) as
                                             presently carried on;

                                    (II)     own its property;

                                    (III)    in the case of the Fund, to
                                             issue the Units;

                                    (IV)     in the case of the Fund and
                                             Supremex, to enter into this
                                             Agreement; and

                                    (V)      in the case of the Fund and
                                             each of the Material
                                             Subsidiaries, to enter, into
                                             each of the Related Agreements
                                             to which it is a party, and to
                                             carry out the transactions
                                             contemplated thereby, including
                                             the Closing Transactions;

                           (E)      that all necessary action has been taken
                                    by each of the Fund and the Material
                                    Subsidiaries to authorize, as
                                    applicable: (I) the


<PAGE>
<PAGE>

                                   - 28 -


                                    execution and delivery of this Agreement,
                                    (II) the execution and delivery of each of
                                    the Preliminary Prospectus, Amended
                                    Preliminary Prospectus and Final
                                    Prospectus and, if applicable, any
                                    Prospectus Amendments, (III) the filing
                                    of each of the Preliminary Prospectus,
                                    the Amended Preliminary Prospectus and
                                    the Final Prospectus and, if applicable,
                                    any Prospectus Amendments under the
                                    Canadian Securities Laws in each of the
                                    Qualifying Provinces, and (IV) the
                                    execution and delivery of each of the
                                    Related Agreements to which it is a
                                    party and the performance of its
                                    obligations thereunder;

                           (F)      that the Units and the Management Units
                                    have been duly authorized and, when
                                    issued and delivered, will be validly
                                    issued by the Fund and outstanding as
                                    fully paid and non-assessable Units;

                           (G)      that the description of the Units in the
                                    Prospectus is, in all material respects,
                                    a true, complete and accurate
                                    description of the rights, privileges,
                                    restrictions and conditions attaching to
                                    the Units;

                           (H)      that the execution and delivery of this
                                    Agreement by the Fund and Supremex, the
                                    fulfilment of the terms of this
                                    Agreement, the issue and sale of the
                                    Units and, the consummation of the
                                    transactions contemplated by this
                                    Agreement, do not and will not result in
                                    a breach (whether after notice or lapse
                                    of time or both) of any statute, by-law
                                    regulation, or of the terms, conditions
                                    or provisions of the constating
                                    documents of such parties or resolutions
                                    of trustees, directors or security
                                    holders of the Fund or Supremex or the
                                    Related Agreements to which the Fund or
                                    Supremex are bound;

                           (I)      that this Agreement has been duly
                                    authorized and executed by each of the
                                    Fund and Supremex and constitutes a
                                    legal, valid and binding obligation of
                                    the Fund and Supremex and is enforceable
                                    in accordance with its terms, except as
                                    enforcement of this Agreement may be
                                    limited by bankruptcy, insolvency,
                                    reorganization, moratorium or similar
                                    laws affecting the rights of creditors
                                    generally and except as limited by the
                                    application of equitable principles when
                                    equitable remedies are sought; provided
                                    that such counsel may express no opinion
                                    as to the enforceability of the
                                    indemnity provisions of section 15, the
                                    contribution provisions of section 16
                                    and the severability provisions as set
                                    forth in section 17;

                           (J)      that the execution and delivery by each
                                    of the Fund and the Material
                                    Subsidiaries of each of the Related
                                    Agreements to which it is a party, the
                                    fulfilment of the terms and the
                                    performance of the obligations of such
                                    party thereunder, and consummation of
                                    the transactions contemplated thereby do
                                    not and will not result in a breach
                                    (whether after notice or lapse of time
                                    or both) of any



<PAGE>
<PAGE>

                                   - 29 -


                                    statute, law, by-law, regulation, decree,
                                    judgement or order, or the terms of any
                                    of the constating documents of such
                                    party or any resolutions of trustees,
                                    directors or security holders of such
                                    party;

                           (K)      that each of the Related Agreements
                                    governed by Canadian laws to which each
                                    of the Fund and the Material
                                    Subsidiaries is a party has been duly
                                    authorized and executed by each of the
                                    Fund and the Material Subsidiaries and
                                    constitutes a legal, valid and binding
                                    obligation of such party and is
                                    enforceable against it in accordance
                                    with its terms, except as enforcement
                                    thereof may be limited by bankruptcy,
                                    insolvency, reorganization, moratorium
                                    or similar laws affecting the rights of
                                    creditors generally and except as
                                    limited by the application of equitable
                                    principles when equitable remedies are
                                    sought; provided that such counsel may
                                    express no opinion as to the
                                    enforceability of non-compete or
                                    severability provisions of the Related
                                    Agreements, as applicable;

                           (L)      that the form and terms of the
                                    certificates representing the Units meet
                                    all legal requirements under the rules
                                    of TSX and have been duly approved by
                                    the Fund;

                           (M)      that Computershare Investor Services
                                    Inc. at its principal offices in the
                                    cities of Montreal and Toronto has been
                                    duly appointed as the transfer agent and
                                    registrar for the Units of the Fund;

                           (N)      that all documents have been filed, all
                                    requisite proceedings have been taken
                                    and all legal requirements have been
                                    fulfilled by the Fund to qualify the
                                    Units for distribution and sale to the
                                    public in each of the Qualifying
                                    Provinces through investment dealers or
                                    brokers registered under the applicable
                                    laws of the Qualifying Provinces who
                                    have complied with the relevant
                                    provisions of such applicable laws;

                           (O)      that, subject only to the filing of
                                    documents in accordance with the
                                    requirements of the TSX, the Units have
                                    been conditionally approved for listing
                                    by the TSX on or before the Closing
                                    Date;

                           (P)      that, subject to the assumptions,
                                    qualifications, limitations and
                                    restrictions set out therein, the
                                    statements contained in the Prospectus
                                    under the heading "Canadian Federal
                                    Income Tax Considerations" are an
                                    accurate summary of the principal
                                    Canadian federal income tax
                                    considerations generally applicable
                                    under the Income Tax Act (Canada) to a
                                    holder of Units described therein who
                                    acquires such Units pursuant to the
                                    Prospectus;

                           (Q)      that the statements under the heading in
                                    the Prospectus "Eligibility for
                                    Investment" are accurate, subject to the
                                    assumptions, qualifications, limitations
                                    and restrictions set out therein;


<PAGE>
<PAGE>

                                   - 30 -



                           (R)      regarding compliance with the laws of
                                    Quebec relating to the use of the French
                                    language in connection with the
                                    documents (including the Preliminary
                                    Prospectus, the Amended Preliminary
                                    Prospectus, the Final Prospectus,
                                    Prospectus Amendments and certificates
                                    representing the Units) to be delivered
                                    to purchasers in Quebec; and

                           (S)      as to all other legal matters reasonably
                                    requested by counsel to the Underwriters
                                    relating to the distribution of the
                                    Units.

                  (ii)     the Underwriters shall have received at the
                           Closing Time a favourable legal opinion dated the
                           Closing Date, in form and substance satisfactory
                           to counsel to the Underwriters, addressed to the
                           Underwriters and counsel to the Underwriters from
                           Timothy Davis, general counsel to Cenveo, with
                           respect to the following matters, assuming
                           completion of the Closing and the Closing
                           Transactions, provided that Timothy Davis shall
                           be entitled to rely on the opinion of Stikeman
                           Elliott LLP as to matters governed by the laws of
                           Quebec and the laws of Canada applicable therein:

                           (A)      as to the valid existence of each of
                                    Cenveo and Cenveo US under the laws of
                                    the State of Colorado or Delaware, as
                                    applicable;

                           (B)      that each of Cenveo and Cenveo US has
                                    all requisite corporate power and
                                    authority to enter into this Agreement
                                    and to consummate the transactions
                                    contemplated hereby, including the
                                    Closing Transactions;

                           (C)      that all necessary corporate action has
                                    been taken by each of Cenveo and Cenveo
                                    US to authorize, as applicable, the
                                    execution and delivery of this Agreement
                                    and the performance of its obligations
                                    hereunder;

                           (D)      that this Agreement has been duly
                                    authorized, executed and delivered by
                                    each of Cenveo and Cenveo US;

                           (E)      that the execution and delivery by each
                                    of Cenveo ad Cenveo US of this
                                    Agreement, the fulfilment of the terms
                                    and the performance of the obligations
                                    of such party hereunder, and
                                    consummation of the transactions
                                    contemplated hereby do not and will not
                                    result in a breach (whether after notice
                                    or lapse of time or both) of the
                                    certificate of incorporation or by-laws
                                    of such party, of any statute, law or
                                    regulation or, to such counsel's
                                    knowledge, of any decree, judgement or
                                    order; and

                           (F)      that each of the Acquisition Agreement
                                    and the Cenveo Depew Acquisition
                                    Agreement constitutes a legal, valid and
                                    binding obligation of each of the Fund,
                                    Supremex, Cenveo and Cenveo US and is
                                    enforceable against each of such party
                                    in accordance with its terms, except as
                                    enforcement thereof may be limited by


<PAGE>
<PAGE>

                                   - 31 -


                                    bankruptcy, insolvency, reorganization,
                                    moratorium or similar laws affecting the
                                    rights of creditors generally and except
                                    as limited by the application of
                                    equitable principles when equitable
                                    remedies are sought and by public
                                    policy; provided that such counsel may
                                    express no opinion as to the
                                    enforceability of severability
                                    provisions of the foregoing, as
                                    applicable.

                  (iii)    the Underwriters, Cenveo and Cenveo US shall have
                           received at the Closing Time a favourable legal
                           opinion dated the Closing Date, in form and
                           substance satisfactory to counsel to the
                           Underwriters, Cenveo and Cenveo US, addressed to
                           the Underwriters and counsel to the Underwriters
                           from Stikeman Elliott LLP, special Canadian
                           counsel to Cenveo and Cenveo US, to the effect
                           that this Agreement constitutes a legal, valid
                           and binding obligation of each such party and is
                           enforceable against it in accordance with its
                           terms, except as enforcement thereof may be
                           limited by bankruptcy, insolvency,
                           reorganization, moratorium or similar laws
                           affecting the rights of creditors generally and
                           except as limited by the application of equitable
                           principles when equitable remedies are sought;
                           provided that such counsel may express no opinion
                           as to the enforceability of the indemnity
                           provisions of section 15, the contribution
                           provisions of section 16 and the severability
                           provisions as set forth in section 17.

                  (iv)     If any of the Units are distributed in the United
                           States, the Underwriters shall have received at
                           the Closing Time a legal opinion, in form and
                           substance satisfactory to the Underwriters,
                           addressed to the Underwriters, Cenveo and Cenveo
                           US from Stikeman Elliott LLP to the effect that
                           no registration of the Purchased Units is
                           required under the 1933 Act in connection with
                           the offer and sale of the Purchased Units to the
                           Underwriters under this Agreement, or in
                           connection with the initial resale of the
                           Purchased Units by the Underwriters in the manner
                           contemplated by this Agreement, provided that in
                           each case the offer and sale in the United States
                           is made in accordance with Schedule A hereto and
                           all other offers and sales of Purchased Units are
                           made in accordance with the provisions of this
                           Agreement; provided that such legal opinion shall
                           not be required if the fees and expenses to be
                           incurred by the Fund in order for such legal
                           opinion to be delivered exceed the value of the
                           Purchase Price received for the Units sold in the
                           United States.

                  (v)      The Underwriters shall have received at the
                           Closing Time a favourable legal opinion of Osler,
                           Hoskin & Harcourt LLP, dated the Closing Date,
                           addressed to the Underwriters with respect to
                           certain of the matters in sections 13(a)(i)(N),
                           13(a)(i)(P) and 13(a)(i)(Q); provided that
                           counsel to the Underwriters shall be entitled to
                           rely on the opinions of local counsel as to
                           matters governed by the laws of jurisdictions
                           other than the laws of Canada, Ontario, Quebec
                           and Alberta and as to matters of fact, on
                           certificates of the auditors of the Fund, the
                           Underwriters, public officials and officers of
                           the Fund and Supremex.


<PAGE>
<PAGE>

                                   - 32-



         (b)      DELIVERY OF COMFORT LETTER

The Underwriters, Cenveo and Cenveo US shall have received at the Closing
Time a letter dated the Closing Date, in form and substance satisfactory to
the Underwriters, addressed to the Underwriters, the Trustees, Cenveo and
Cenveo US from Ernst & Young LLP, confirming the continued accuracy of the
comfort letter to be delivered to the Underwriters pursuant to section
4(a)(vii) with such changes as may be necessary to bring the information in
such letter forward to a date not more than two Business Days prior to the
Closing Date, which changes shall be acceptable to the Underwriters, Cenveo
and Cenveo US.

         (c)      DELIVERY OF CERTIFICATES

                  (i)      The Underwriters shall have received at the
                           Closing Time a certificate dated the Closing
                           Date, addressed to the Underwriters and counsel
                           to the Underwriters and signed by appropriate
                           officers of the Fund, with respect to the
                           constating documents of the Fund, all resolutions
                           of Trustees or their delegates relating to this
                           Agreement, the Prospectus and Related Agreements
                           to which the Fund is a party, the incumbency and
                           specimen signatures of signing officers of the
                           Fund and such other matters as the Underwriters
                           may reasonably request.

                  (ii)     The Underwriters shall have received at the
                           Closing Time a certificate dated the Closing
                           Date, addressed to the Underwriters and counsel
                           to the Underwriters and signed by the appropriate
                           officers of each of the Material Subsidiaries,
                           with respect to the constating documents of such
                           party, all resolutions of the directors of such
                           party relating to this Agreement, the Prospectus
                           and the Related Agreements to which such party is
                           a party, the incumbency and specimen signatures
                           of signing officers of such party and such other
                           matters as the Underwriters may reasonably
                           request.

                  (iii)    The Underwriters shall have received at the
                           Closing Time certificates of each of the Fund and
                           Supremex dated the Closing Date, addressed to the
                           Underwriters and counsel to the Underwriters and
                           signed on behalf of such parties by the President
                           and Chief Executive Officer and the Vice
                           President and Chief Financial Officer of the
                           administrator of the Fund or other officers of
                           the Fund or Supremex acceptable to the
                           Underwriters, certifying for and on behalf of
                           such parties, after having made due enquiry and
                           after having carefully examined the Prospectus
                           and any Prospectus Amendments, that:

                           (A)      since the respective dates as of which
                                    information is given in the Final
                                    Prospectus as amended by any Prospectus
                                    Amendments that (A) there has been no
                                    material change (actual, anticipated,
                                    contemplated or threatened, whether
                                    financial or otherwise) in the business,
                                    operations, financial condition, results
                                    of operations or capital of the Fund and
                                    each Material Subsidiary taken as a
                                    whole, and (B) no transaction has been
                                    entered into by any of the Fund or any
                                    of the Material Subsidiaries which is
                                    material to the Fund and


<PAGE>
<PAGE>

                                   - 33 -


                                    the Material Subsidiaries on a consolidated
                                    basis, other than as disclosed in the
                                    Final Prospectus or the Prospectus
                                    Amendments, as the case may be;

                           (B)      that the Final Prospectus, as amended by
                                    any Prospectus Amendment, does not
                                    contain, as of the Closing Date, any
                                    untrue statement of material fact or
                                    omit to state a material fact that is
                                    required to be stated or that is
                                    necessary to make a statement not
                                    misleading in light of the circumstances
                                    in which it was made (other than any
                                    statement relating solely to the
                                    Underwriters, which has been provided by
                                    the Underwriters in writing specifically
                                    for use in the Final Prospectus or any
                                    Prospectus Amendment);

                           (C)      no order, ruling or determination having
                                    the effect of suspending the sale or
                                    ceasing the trading of the Units or any
                                    other securities of the Fund has been
                                    issued by any regulatory authority and
                                    is continuing in effect and no
                                    proceedings for that purpose have been
                                    instituted or are pending or, to the
                                    knowledge of such officers, contemplated
                                    or threatened under any of the Canadian
                                    Securities Laws or by any other
                                    regulatory authority;

                           (D)      each of the Fund and Supremex, as
                                    applicable, has complied with the terms
                                    and conditions of this Agreement on its
                                    part to be complied with up to the
                                    Closing Time;

                           (E)      the representations and warranties of
                                    the Fund and Supremex contained in this
                                    Agreement and in any certificate or
                                    other document delivered pursuant to or
                                    in connection with this Agreement are
                                    true and correct in all material
                                    respects as of the Closing Time with the
                                    same force and effect as if made at and
                                    as of the Closing Time after giving
                                    effect to the transactions contemplated
                                    by this Agreement (except, in each case,
                                    for those representations and warranties
                                    that are subject to a materiality
                                    qualification, which will be true and
                                    correct in all respects); and

                           (F)      such other matters as the Underwriters
                                    may reasonably request;

                           and each such statement shall be true in fact and
                           the Underwriters shall not have knowledge of any
                           fact to the contrary.

                  (iv)     The Underwriters shall have received at the
                           Closing Time a certificate dated the Closing Date
                           addressed to the Underwriters and counsel to the
                           Underwriters and signed by and on behalf of each
                           of Cenveo and Cenveo US by an officer thereof
                           acceptable to the Underwriters, certifying for
                           and on behalf of each of Cenveo and Cenveo US to
                           its knowledge after having carefully examined the
                           Prospectus and any Prospectus Amendments:


<PAGE>
<PAGE>

                                   - 34 -



                           (A)      that each of Cenveo and Cenveo US, as
                                    applicable, has complied in all material
                                    respects with the terms and conditions
                                    of this Agreement on its part to be
                                    complied with up to the Closing Time;
                                    and

                           (B)      that the representations and warranties
                                    of each of Cenveo and Cenveo US, as
                                    applicable, contained in this Agreement
                                    and in any certificate or other document
                                    delivered pursuant to or in connection
                                    with this Agreement (except in respect
                                    of the certificate delivered pursuant to
                                    Section 13(d)(ii)(B)) are true and
                                    correct in all material respects as of
                                    the Closing Time (except for any
                                    representations and warranties with
                                    respect to Cenveo Canada, which shall be
                                    true and correct in all material
                                    respects as of immediately prior to the
                                    amalgamation of Cenveo Canada and
                                    Supremex) with the same force and effect
                                    as if made at and as of the Closing Time
                                    (or as of immediately prior to the
                                    amalgamation of Cenveo Canada and
                                    Supremex, in the case of any
                                    representations and warranties with
                                    respect to Cenveo Canada) after giving
                                    effect to the transactions contemplated
                                    by this Agreement (except, in each case,
                                    for those representations and warranties
                                    that are subject to a materiality
                                    qualification, which will be true and
                                    correct in all respects),

                           and each such statement shall be true in fact and
                           the Underwriters shall not have knowledge of any
                           fact to the contrary.

         (d)      COMPLETION OF THE CLOSING TRANSACTIONS, EXECUTION OF THE
                  RELATED AGREEMENTS

                  (i)      The Fund, each of the Material Subsidiaries,
                           Cenveo and Cenveo US shall have executed prior
                           to, contemporaneously with or immediately after
                           the sale of the Purchased Units, as applicable,
                           each of the Related Agreements to which they are
                           party, none of the Related Agreements shall have
                           been terminated in accordance with their
                           respective terms and the transactions
                           contemplated by each of the Related Agreements
                           shall have been completed as described in the
                           Prospectus prior to, contemporaneous with, or
                           immediately after the sale of the Purchased
                           Units, as applicable.

                  (ii)     The Underwriters shall have received at the
                           Closing Time a certificate dated the Closing Date
                           addressed to the Underwriters and counsel to the
                           Underwriters and signed by and on behalf of each
                           of Cenveo and Cenveo US by an officer thereof
                           acceptable to the Underwriters, certifying for
                           and on behalf of each of Cenveo and Cenveo US
                           that:

                           (A)      the representations and warranties of
                                    each of Cenveo and Cenveo US, as
                                    applicable, contained in Articles 2 and
                                    3 of the Acquisition Agreement are true
                                    and correct in all material respects as
                                    of the Closing Time (except, in each
                                    case, for those


<PAGE>
<PAGE>

                                   - 35 -


                                    representations and warranties that are
                                    subject to a materiality qualification,
                                    which will be true and correct in all
                                    respects); and

                           (B)      the following affirmations are true and
                                    correct in all material respects as of
                                    immediately prior to the amalgamation of
                                    Cenveo Canada and Supremex (except, in
                                    each case, for those representations and
                                    warranties that are subject to a
                                    materiality qualification, which will be
                                    true and correct in all respects): (x)
                                    the unaudited balance sheet of Cenveo
                                    Canada dated December 31, 2005 presents
                                    fairly, in all material respects, the
                                    consolidated financial position of
                                    Cenveo Canada as of December 31, 2005 in
                                    conformity with GAAP, except as
                                    otherwise indicated in such balance
                                    sheet, (y) except as reflected, reserved
                                    against or otherwise disclosed in the
                                    Cenveo Canada Financial Statements as of
                                    December 31, 2005, Cenveo Canada did not
                                    have any liabilities or obligations that
                                    would have been required to be reflected
                                    by it in the Cenveo Canada Financial
                                    Statements in accordance with GAAP and
                                    that would be reasonably likely to
                                    result in a material adverse effect on
                                    the business, financial condition or
                                    results of operations of Supremex,
                                    Cenveo Canada and its subsidiaries,
                                    taken as a whole, (z) other than in
                                    connection with the Closing Transactions
                                    or as otherwise disclosed in the Final
                                    Prospectus, since December 31, 2005: (1)
                                    there has not been any material adverse
                                    change in the assets, liabilities,
                                    business, financial condition or results
                                    of operations of Cenveo Canada or
                                    Supremex, Cenveo Canada and its
                                    subsidiaries taken as a whole, and (2)
                                    there has not been any acquisition of
                                    all or substantially all of the assets
                                    or properties or of the securities or
                                    business of any other person by Cenveo
                                    Canada or any merger, consolidation or
                                    amalgamation involving Cenveo Canada.

                           For greater clarity, the representations and
                           warranties of Cenveo and Cenveo US in favour of
                           the Fund referred to in the certificate to be
                           delivered to the Underwriters in accordance with
                           this paragraph 13(d)(ii) shall not be deemed
                           representations and warranties of Cenveo or
                           Cenveo US under this Agreement in favour of the
                           Underwriters and shall not form the basis of a
                           Claim giving rise to the application of the
                           indemnity obligations of Cenveo or Cenveo US set
                           forth in section 15(b) or to an obligation of
                           Cenveo or Cenveo US to contribute pursuant to
                           section 16. Cenveo and Cenveo US shall have no
                           liability or obligation under this Agreement or
                           under the Acquisition Agreement for any statement
                           made in such certificate.

         (e)      RELEASE OF GUARANTEES AND NEW CREDIT FACILITIES

The Guarantees shall have been released and discharged and the New Credit
Facilities, the terms of which shall be as described in the Prospectus,
shall have been made available to AcquisiCo before, contemporaneously with
or immediately after the sale of the Purchased Units.


<PAGE>
<PAGE>

                                   - 36 -



         (f)      LISTING APPROVAL

The Units will have been approved for listing and posted for trading on the
TSX prior to issuance, subject only to the filing of documents in accordance
with the requirements of the TSX.

         (g)      NECESSARY ACTIONS TAKEN

All actions required to be taken by or on behalf of the Fund, including,
without limitation, the passing of all requisite resolutions of the Trustees
and the unitholders of the Fund, and all requisite filings with any
securities regulatory authority will have occurred at or prior to the
Closing Time so as to validly authorize the execution and filing of the
Prospectus and any Prospectus Amendment and to create and issue the Units
having the attributes contemplated by the Prospectus.

         (h)      RECEIPT OF ADDITIONAL DOCUMENTS

The Underwriters will have received such other certificates, opinions,
agreements, materials or documents as they may reasonably request.

         (i)      UNDERWRITERS' OBLIGATION TO PURCHASE OF ADDITIONAL UNITS

The Underwriters' joint (not solidary) obligation to purchase the Additional
Units at the Option Closing Time shall be subject to:

                  (i)      The accuracy of the representations and
                           warranties of each of the Fund, Supremex, Cenveo
                           and Cenveo US contained in this Agreement as of
                           the date of this Agreement and in all material
                           respects as of the Option Closing Date, or in the
                           case of any representations and warranties with
                           respect of Cenveo Canada, as of immediately prior
                           to the amalgamation of Cenveo Canada and
                           Supremex, (except, in each case, for those
                           representations and warranties that are subject
                           to a materiality qualification, which will be
                           true and correct in all respects) and the
                           delivery of certificates dated the Option Closing
                           Date substantially similar to the certificates
                           referred to in section 13(c);

                  (ii)     the performance by each of the Fund, Supremex,
                           Cenveo and Cenveo US of their respective
                           obligations under this Agreement; and

                  (iii)    the delivery by the Fund, Supremex, Cenveo and
                           Cenveo US or their professional advisors of such
                           opinions consistent with those delivered on the
                           Closing Date, comfort letters and other
                           certificates as the Underwriters may reasonably
                           require in respect of the purchase of the
                           Additional Units.

14.      RIGHTS OF TERMINATION

         (a)      LITIGATION

If any enquiry, action, suit, investigation or other proceeding whether
formal or informal is instituted, threatened or announced or any order is
made by any federal, provincial or other


<PAGE>
<PAGE>

                                   - 37 -


governmental authority in relation to the Fund, which, in the opinion of any
of the Underwriters, acting reasonably, operates to prevent or restrict the
distribution or trading of the Units, any of the Underwriters shall be
entitled, at their option and in accordance with section 14(e), to terminate
their obligations under this Agreement by notice to that effect given to the
Fund and the Lead Underwriters any time prior to the Closing Time.

         (b)      MARKET OUT CLAUSE

If prior to the Closing Time:

                  (i)      there should develop, occur or come into effect
                           or existence any event, action, state, condition
                           or major financial occurrence of national or
                           international consequence or any law or
                           regulation which in the opinion of any of the
                           Underwriters seriously adversely affects, or
                           involves, or will seriously adversely affect, or
                           involve, the financial markets or the business,
                           operations or affairs of the Fund and the
                           Material Subsidiaries taken as a whole;

                  (ii)     the state of financial markets in Canada or the
                           United States is such that, in the reasonable
                           opinion of the Underwriters (or any of them), the
                           Units cannot be marketed profitably; or

                  (iii)    if trading in any securities of the Fund has been
                           suspended or materially limited by any of the
                           Canadian Securities Regulators or the TSX or if
                           trading generally on the TSX has been suspended
                           or materially limited, or minimum or maximum
                           prices for trading have been fixed, or maximum
                           ranges for prices have been required, by the TSX
                           or by order of any of the Canadian Securities
                           Regulators or any other governmental authority,

any Underwriter shall be entitled, at its option, in accordance with section
14(e), to terminate its obligations under this Agreement by written notice
to that effect given to the Fund at or prior to the Closing Time.

         (c)      MATERIAL CHANGE OR CHANGE IN MATERIAL FACT

If prior to the Closing Time, there should occur any material change or a
change in, or discovery of, any material fact as contemplated by section 9
which results or, in the opinion of the Underwriters (or any one of them),
is reasonably expected to result, in the purchasers of a material number of
Units exercising their right under applicable legislation to withdraw from
their purchase of Units or, in the reasonable opinion of the Underwriters
(or any one of them), would be expected to have a significant adverse effect
on the market price or value of the Units, any Underwriter shall be
entitled, at its option, in accordance with section 14(e), to terminate its
obligations under this Agreement by written notice to that effect given to
the Fund prior to the Closing Time

If, prior to the Closing Time, there are announced any changes or proposed
changes in the taxation legislation of Canada or of any provinces or
territories of Canada or any changes or proposed changes in the
administration or application of such legislation by any relevant taxing
authority which, in the opinion of the Underwriters after consultation with
the Fund, might


<PAGE>
<PAGE>

                                   - 38 -


reasonably be expected to have a significant adverse effect on the
marketability of the Units, any of the Underwriters shall be entitled, at
its option and in accordance with section 14(e), to terminate its
obligations under this Agreement by written notice to that effect given to
the Fund prior to the Closing Time.

         (d)      NON-COMPLIANCE WITH CONDITIONS

Each of the Fund, Supremex, Cenveo and Cenveo US, jointly and not solidarily
between the Fund and Supremex, on the one hand, and Cenveo and Cenveo US, on
the other hand, and solidarily between the Fund and Supremex and solidarily
between Cenveo and Cenveo US, agree that all terms and conditions in section
13 shall be construed as conditions and complied with so far as they relate
to acts to be performed or caused to be performed by it, that it will use
its commercially reasonable efforts to cause such conditions to be complied
with, and that any breach or failure by the Fund, Supremex, Cenveo or Cenveo
US, as the case may be, to comply with any such conditions shall entitle any
of the Underwriters to terminate obligations to purchase the Units by notice
to that effect given to the Fund at or prior to the Closing Time, unless
otherwise expressly provided in this Agreement. Each Underwriter may waive,
in whole or in part, or extend the time for compliance with, any terms and
conditions without prejudice to its rights in respect of any other terms and
conditions or any other or subsequent breach or non-compliance, provided
that any such waiver or extension shall be binding upon an Underwriter only
if such waiver or extension is in writing and signed by the Underwriter.

         (e)      EXERCISE OF TERMINATION RIGHTS

The rights of termination contained in sections 14(a), (b), (c) and (d), may
be exercised by any of the Underwriters and are in addition to any other
rights or remedies any of the Underwriters may have in respect of any
default, act or failure to act or non-compliance by the Fund, Supremex,
Cenveo or Cenveo US in respect of any of the matters contemplated by this
Agreement or otherwise. In the event of any such termination, there shall be
no further liability on the part of the Underwriters to the Fund or on the
part of the Fund to the Underwriters except in respect of any liability
which may have arisen prior to or arise after such termination under
sections 15, 16 and 18. A notice of termination given by an Underwriter
under sections 14(a), (b), (c) and (d) shall not be binding upon any other
Underwriter.

15.      INDEMNITY

         (a)      RIGHTS OF INDEMNITY BY THE FUND AND SUPREMEX

The Fund and Supremex solidarily agree to indemnify and save harmless each
of the Underwriters and each of their affiliates and each of their
respective directors, officers, employees and agents (collectively, the
"Indemnified Parties" and, individually, an "Indemnified Party") from and
against any and all losses, expenses, claims, actions, damages and
liabilities, joint or solidary, including the aggregate amount paid in
settlement of any actions, suits, proceedings, investigations, inquiries or
claims and the reasonable fees and expenses of their counsel that may be
incurred in advising with respect to and/or defending any action, suit,
proceeding, investigation, inquiry or claim that may be made or threatened
against any Indemnified Party or in enforcing this indemnity to which any
Indemnified Party may become subject or otherwise involved, in any capacity
(collectively, "Claims" and each, individually, a


<PAGE>
<PAGE>

                                   - 39 -


"Claim"), insofar as the Claims relate to, are caused by, result from, arise
out of or are based upon, directly or indirectly:

                  (i)      any information or statement (except any
                           statement relating solely to the Underwriters
                           which has been provided by the Underwriters in
                           writing specifically for use in the Prospectus or
                           any Prospectus Amendment) contained in the
                           Prospectus or any Prospectus Amendment or in any
                           certificate of the Fund or Supremex delivered
                           pursuant to this Agreement which at the time and
                           in light of the circumstances under which it was
                           made contains or is alleged to contain a
                           misrepresentation;

                  (ii)     any omission or alleged omission to state in the
                           Prospectus, any Prospectus Amendment or any
                           certificate of the Fund or Supremex delivered
                           pursuant to this Agreement any material fact
                           (except any fact relating solely to the
                           Underwriters) required to be stated in such
                           document or necessary to make any statement in
                           such document not misleading in light of the
                           circumstances under which it was made;

                  (iii)    any order made or enquiry, investigation or
                           proceedings commenced or threatened by any
                           securities commission or other competent
                           authority based upon any untrue statement or
                           omission or alleged untrue statement or alleged
                           omission or any misrepresentation or alleged
                           misrepresentation (except a statement which has
                           been provided by the Underwriters in writing
                           specifically for use in the Prospectus or any
                           Prospectus Amendment or omission relating solely
                           to the Underwriters or alleged untrue statement
                           which has been provided by the Underwriters in
                           writing specifically for use in the Prospectus or
                           any Prospectus Amendment or alleged omission
                           relating solely to the Underwriters) contained in
                           the Prospectus or any Prospectus Amendments or
                           based upon any failure to comply with Canadian
                           Securities Laws (other than any failure or
                           alleged failure to comply by the Underwriters),
                           preventing or restricting the trading in or the
                           sale or distribution of the Units in any of the
                           Qualifying Provinces;

                  (iv)     the non-compliance or alleged non-compliance by
                           the Fund with any of the Canadian Securities Laws
                           or the 1933 Act including the Fund's
                           non-compliance with any statutory requirement to
                           make any document available for inspection; or

                  (v)      any breach by the Fund or Supremex of its
                           representations, warranties, covenants or
                           obligations to be complied with under this
                           Agreement.

         (b)      RIGHTS OF INDEMNITY BY CENVEO US AND CENVEO

Each of Cenveo and Cenveo US (collectively with the Fund and Supremex, the
"Indemnifiers") agrees to solidarily indemnify and save harmless each of the
Indemnified Parties from and against any and all Claims, insofar as the
Claims relate to, are caused by, result from, arise out of or are based
upon, directly or indirectly, any breach by Cenveo or Cenveo US of any of
their representations, warranties, covenants or obligations to be complied
with under this Agreement.


<PAGE>
<PAGE>

                                   - 40 -


Notwithstanding anything set forth in this section 15, the liability of each
of Cenveo and Cenveo US in respect of any indemnification obligation
pursuant to this section 15(b) shall be limited as follows:

                  (i)      the obligations of indemnification of any of
                           Cenveo and Cenveo US as an Indemnifier will, with
                           respect to an individual matter or series of
                           related matters, be subject to an initial
                           aggregate threshold of $50,000;

                  (ii)     the obligations of indemnification of any of
                           Cenveo and Cenveo US as an Indemnifier will be
                           subject to an initial aggregate threshold of
                           $1,500,000 whereupon an initial deductible of
                           $1,000,000 shall apply; and

                  (iii)    the aggregate liability of any of Cenveo and
                           Cenveo US as an Indemnifier pursuant to section
                           15(b) shall not exceed the amount to which the
                           aggregate liability of any of Cenveo and Cenveo
                           US under section 7.2(a) of the Acquisition
                           Agreement is limited pursuant to item (x) of
                           paragraph 7.2(a) in fine of the Acquisition
                           Agreement as if the reference to one-half of the
                           sum described therein was changed to 100% of such
                           sum.

Neither Cenveo and Cenveo US shall be liable pursuant to such indemnity as
it relates to a breach of the representations and warranties set forth in
Section 5(c)(xi) if in a public offering of securities they would be able to
establish a due diligence defence (of the nature provided under Canadian
law) to a similar obligation.

         (c)      NOTIFICATION OF CLAIMS

If any Claim is asserted against any Indemnified Party in respect of which
indemnification is or might reasonably be considered to be provided, such
Indemnified Party will promptly after the date of the receipt by the
Indemnified Party or any of its Affiliate of notice of, or of the
Indemnified Party or any of its Affiliates otherwise becoming aware of, any
such Claim (whether such Claim is asserted or indemnification might be
reasonably be considered to be provided) notify the Indemnifiers of the
nature of such Claim (the omission so to notify the Indemnifiers of any
potential Claim shall relieve the Indemnifiers from any liability which it
may have to any Indemnified Party and any omission so to notify the
Indemnifiers of any actual Claim shall affect the Indemnifiers' liability
only to the extent that the Indemnifiers are prejudiced by that failure).
The Indemnifiers shall assume the defence of any suit brought to enforce
such Claim (in the event Cenveo and/or Cenveo US, on the one hand, and the
Fund and/or Supremex, on the other hand, are Indemnifiers with respect to
the defence of any Claim pursuant to which indemnification is provided
hereunder, it is understood that Cenveo and Cenveo US shall have sole
control over any suit brought to enforce such Claim, provided that in each
case Cenveo and Cenveo US shall allow the Fund and/or Supremex to provide
input to such suit and shall keep the Fund and/or Supremex informed
regarding its progress); provided, however, that:

                  (i)      the defence shall be conducted through legal
                           counsel reasonably acceptable to the Indemnified
                           Party, and

                  (ii)     no settlement of any such Claim or admission of
                           liability may be made by the Indemnifiers without
                           the prior written consent (such consent not to be
                           unreasonably withheld or delayed) of the
                           Indemnified Party, acting


<PAGE>
<PAGE>

                                   - 41 -


                           reasonably, unless such settlement includes an
                           unconditional release of the Indemnified Party
                           from all liability arising out of such action or
                           claim and does not include a statement as to or
                           an admission of fault, culpability or failure to
                           act, by or on behalf of any Indemnified Party.

After written notice by the Indemnifier to the Indemnified Party of its
election to assume the defence of any such suit, the Indemnifier shall not
be liable hereunder to indemnify any person for any legal costs or expenses
subsequently incurred in connection therewith.

The Indemnified Party and the Indemnifier shall each cooperate fully (and
shall each cause its Affiliates to cooperate fully) with the other in the
defence of any Claim pursuant to which indemnification is provided
hereunder. Without limiting the generality of the foregoing, each such
person shall furnish to the other person (at the expense of the Indemnifier)
such documentary or other evidence as is then in its or any of its
Affiliates' possession as may reasonably be requested by the other person
for the purpose of defending against any such Claim.

         (d)      RIGHT OF INDEMNITY IN FAVOUR OF OTHERS

With respect to any Indemnified Party who is not a party to this Agreement,
the Underwriters shall obtain and hold the rights and benefits of this
section in trust for and on behalf of such Indemnified Party.

         (e)      RETAINING COUNSEL

In any such Claim, the Indemnified Party shall have the right to retain
other counsel to act on his or its behalf, provided that the fees and
disbursements of such counsel shall be paid by the Indemnified Party unless:
(i) the Fund, Cenveo and the Indemnified Party shall have mutually agreed to
the retention of the other counsel; (ii) the named parties to any such Claim
(including any added third or impleaded party) include both the Indemnified
Party and an Indemnifier and the representation of both parties by the same
counsel would be inappropriate due to the actual or potential differing
interests between them; or (iii) the Indemnifiers shall not have retained
counsel within seven (7) Business Days following receipt by the Fund of
notice of any such Claim from the Indemnified Party.

         (f)      NO DOUBLE RECOVERY

Notwithstanding anything set forth in this Agreement, the obligations of the
Indemnifiers pursuant to this section 15 or section 16 will be limited such
that no double recovery by any person shall be permitted under this
Agreement, the Acquisition Agreement or the Cenveo Depew Acquisition
Agreement as a result of any action that gives rise to a claim under more
than one of these agreements.

16.      CONTRIBUTION

         (a)      RIGHTS OF CONTRIBUTION

In order to provide for a just and equitable contribution in circumstances
in which the indemnity provided in section 15 would otherwise be available
in accordance with its terms but is, for any reason, held to be unavailable
to or unenforceable by the Underwriters or enforceable otherwise


<PAGE>
<PAGE>

                                   - 42 -


than in accordance with its terms, the Fund, Supremex, Cenveo, Cenveo US and
the Underwriters, jointly and not solidarily (but solidarily between the
Fund and Supremex and solidarily between Cenveo and Cenveo US), shall
contribute to the aggregate of all claims, expenses, costs and liabilities
and all losses of a nature contemplated by section 15 in such proportions as
is appropriate to reflect: (i) as between the Fund and Supremex, on the one
hand, and the Underwriters, on the other hand, the relative fault of the
Fund and Supremex, on the one hand, and the Underwriters, on the other hand;
and (ii) as between Cenveo and Cenveo US, on the one hand, and the
Underwriters, on the other hand, the cash proceeds ultimately received by
Cenveo and Cenveo US from this Agreement and the Related Agreements, on the
one hand, and the underwriting fees received by the Underwriters from the
offering of the Units, on the other hand. Relative fault shall be determined
by reference to, among other things, the intent of such parties and their
relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The Fund, Supremex, Cenveo,
Cenveo US and the Underwriters agree that it would not be just and equitable
if contribution were determined by pro rata allocation or any other method
of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this section 16(a), (A)
the Underwriters shall not in any event be liable to contribute, in the
aggregate, any amounts in excess of the aggregate Underwriting Fee or any
portion of the Underwriting Fee actually received; (B) Cenveo and Cenveo US
shall not in any event be liable to contribute any amounts in excess of the
limits set forth in section 15(b); and (C) no party who has been determined
by a court of competent jurisdiction, in a final non-appealable judgment, to
have engaged in any fraud, fraudulent misrepresentation, wilful misconduct,
reckless disregard or intentional fault shall be entitled to claim
contribution from any person who has not also been determined by a court of
competent jurisdiction, in a final non-appealable judgment, to have engaged
in such fraud, fraudulent misrepresentation wilful misconduct, reckless
disregard or intentional fault. For purposes of this section 16, each person
who controls an Underwriter within the meaning of Canadian Securities Laws
and each director, officer, employee and agent of an Underwriter shall have
the same rights to contribution as such Underwriter; each officer of the
Fund and Supremex, as applicable, who shall have signed the Prospectus and
each trustee of the Fund and each director of Supremex shall have the same
rights to contribution as the Fund or Supremex, as applicable; and each
officer of Cenveo who shall have signed the Prospectus and each director of
Cenveo and Cenveo US shall have the same rights to contribution as Cenveo or
Cenveo US, as applicable, subject in each case to the applicable terms and
conditions of this section 16.

         (b)      RIGHTS OF CONTRIBUTION IN ADDITION TO OTHER RIGHTS

The rights to contribution provided in this section 16 shall be in addition
to and not in derogation of any other right to contribution which the
Underwriters, Cenveo or Cenveo US may have by statute or otherwise at law.

         (c)      CALCULATION OF CONTRIBUTION

In the event that an Indemnifier may be held to be entitled to contribution
from the Underwriters under the provisions of any statute or at law, the
Indemnifier shall be limited to contribution in an amount not exceeding the
lesser of:

                  (i)      the portion of the full amount of the loss or
                           liability giving rise to such contribution for
                           which the Underwriters are responsible, as
                           determined in section 16(a) or (b), as the case
                           may be, and


<PAGE>
<PAGE>

                                   - 43 -



                  (ii)     the amount of the Underwriting Fee actually
                           received by the Underwriters under this
                           Agreement,

and an Underwriter shall in no event be liable to contribute any amount in
excess of such Underwriter's portion of the Underwriting Fee actually
received under this Agreement.

         (d)      NOTICE

If the Underwriters have reason to believe that a claim for contribution may
arise, they shall give the Indemnifier notice of such claim in writing, as
soon as reasonably possible, but failure to notify the Indemnifier shall not
relieve the Indemnifier of any obligation which he or it may have to the
Underwriters under this section.

         (e)      RIGHT OF CONTRIBUTION IN FAVOUR OF OTHERS

With respect to this section, the Indemnifiers acknowledge and agree that
the Underwriters are contracting on their own behalf and as agents for their
affiliates, directors, officers, employees and agents.

         (f)      LIMITATION ON CONTRIBUTION

                  (i)      Notwithstanding anything in this Agreement to the
                           contrary: (i) the Fund and Supremex acknowledge
                           and agree that they do not have any right of
                           indemnification, contribution or reimbursement
                           from or remedy against Cenveo or Cenveo US as a
                           result of any indemnification they are required
                           to make under or arising out of the breach or
                           inaccuracy by the Fund or Supremex of any
                           representation, warranty, covenant or other
                           obligation under this Agreement, and (ii) the
                           Fund and Supremex hereby release, waive and
                           forever discharge any right to indemnification,
                           contribution or reimbursement that they may have
                           at any time against Cenveo or Cenveo US under or
                           arising out of the breach or inaccuracy of any
                           representation, warranty, covenant or other
                           obligation under this Agreement. The Fund and
                           Supremex acknowledge and agree that they will be
                           fully responsible for their own indemnification
                           obligations hereunder.

                  (ii)     Notwithstanding anything in this Agreement to the
                           contrary: (i) Cenveo and Cenveo US acknowledge
                           and agree that they do not have any right of
                           indemnification, contribution or reimbursement
                           from or remedy against the Fund or Supremex as a
                           result of any indemnification they are required
                           to make under or arising out of the breach or
                           inaccuracy by Cenveo or Cenveo US of its
                           representations and warranties pursuant to
                           Sections 5(c)(i) to (x) inclusively, and (ii)
                           Cenveo or Cenveo US hereby release, waive and
                           forever discharge any right to indemnification,
                           contribution or reimbursement that they may have
                           at any time against the Fund or Supremex under or
                           arising out of the breach or inaccuracy of such
                           representations and warranties under this
                           Agreement. Cenveo and Cenveo US acknowledge and
                           agree that they will be fully responsible for
                           their own indemnification obligations with
                           respect to the above-mentioned representations
                           and warranties hereunder.


<PAGE>
<PAGE>

                                   - 44 -


17.      SEVERABILITY

If any provision of this Agreement is determined to be void or unenforceable
in whole or in part, it shall be deemed not to affect or impair the validity
of any other provision of this Agreement and such void or unenforceable
provision shall be severable from this Agreement.

18.      EXPENSES

Whether or not the transactions contemplated by this Agreement shall be
completed, all expenses of or incidental to the issue, sale and delivery of
the Units and all expenses of or incidental to all other matters in
connection with the transaction set out in this Agreement shall be caused by
the Fund to be borne by AcquisiCo directly including, without limitation,
fees and expenses payable in connection with the qualification of the Units
for distribution, the fees relating to listing the Units on any exchanges,
the fees and expenses of counsel to the Fund, all fees and expenses of local
counsel, all fees and expenses of the Fund's auditors and all costs incurred
in connection with the preparation and printing of the Prospectus,
Prospectus Amendments and certificates representing the Units. The fees,
taxes and disbursements of counsel to the Underwriters and all reasonable
out-of-pocket expenses of the Underwriters incurred by the Underwriters in
connection with the transactions contemplated by this Agreement, up to a
maximum of $800,000, shall be caused by the Fund to be borne by AcquisiCo,
provided that if the sale of the Units is not completed in accordance with
the terms of this Agreement, all such fees and expenses shall be borne by
Cenveo. If the transactions contemplated by this Agreement are completed,
the amount of expenses for which the Fund shall cause AcquisiCo to be
responsible to the Underwriters pursuant to the immediately preceding
sentence will be reduced by 10% and the Underwriters will pay such expenses.

19.      RIGHTS TO PURCHASE

         (a)      OBLIGATION OF UNDERWRITERS TO PURCHASE

The obligation of the Underwriters to purchase the Purchased Units or the
Additional Units, as the case may be at the Closing Time or on the Option
Closing Date, as the case may be, shall be joint and not solidary and shall
be limited to the percentage of the Purchased Units or the Additional Units,
as the case may be, set out opposite the name of the Underwriters
respectively below:

         TD SECURITIES INC.                                             28%
         CIBC WORLD MARKETS INC.                                        22%
         BMO NESBITT BURNS INC.                                         11%
         DESJARDINS SECURITIES INC.                                     11%
         NATIONAL BANK FINANCIAL INC.                                   11%
         SCOTIA CAPITAL INC.                                            11%
         CANACCORD CAPITAL CORPORATION                                   3%
         GENUITY CAPITAL MARKETS G.P.                                    3%


<PAGE>
<PAGE>

                                   - 45 -


Subject to section 19(c), in the event that any of the Underwriters shall
fail to purchase its applicable percentage of the Purchased Units or the
Additional Units, as the case may be, at the Closing Time or on the Option
Closing Date, as the case may be, the others shall be obligated, jointly
(not solidarily), to purchase on a pro rata basis all of the percentage of
the Purchased Units or the Additional Units, as the case may be, that would
otherwise have been purchased by the defaulting Underwriter(s); provided,
however, that in the event that the percentage of the total number of
Purchased Units or Additional Units, as the case may be, which the
defaulting Underwriter(s) has failed to purchase exceeds 12% of the total
number of Purchased Units or Additional Units, as the case may be, which the
Underwriters have agreed to purchase, the other Underwriters shall have the
right, but shall not be obligated, to purchase on a pro rata basis all of
the percentage of the total number of Purchased Units or Additional Units,
as the case may be, that would otherwise have been purchased by the
defaulting Underwriter(s). In the event that such right is not exercised,
the other Underwriters which are not in default shall be relieved of all
obligations to the Fund. Nothing in this section 19(a) shall oblige the Fund
to sell to the Underwriters less than all of the Purchased Units or the
Additional Units, as the case may be, or relieve from liability to the Fund
any Underwriter which shall be so in default. In the event of a termination
by the Fund of its obligations under this Agreement, there shall be no
further liability on the part of the Fund to the Underwriters except in
respect of any liability which may have arisen or may arise under sections
15, 16 and 18.

         (b)      PURCHASES BY OTHER UNDERWRITERS

If the amount of the Purchased Units or the Additional Units, as the case
may be, which the remaining Underwriters wish to purchase exceeds the amount
of the Purchased Units or the Additional Units, as the case may be, which
would otherwise have been purchased by an Underwriter which is in default,
such Purchased Units or the Additional Units, as the case may be, shall be
divided pro rata among the Underwriters desiring to purchase such Purchased
Units or the Additional Units, as the case may be, in proportion to the
percentage of Purchased Units or the Additional Units, as the case may be,
which such Underwriters have agreed to purchase as set out in section 19(a).

         (c)      RIGHTS TO PURCHASE OF OTHER UNDERWRITERS

In the event that one or more but not all of the Underwriters shall exercise
their right of termination under section 14 the others shall have the right,
but shall not be obligated, to purchase all of the percentage of the
Purchased Units or the Additional Units, as the case may be, which would
otherwise have been purchased by such Underwriters which have so exercised
their right of termination. If the amount of such Purchased Units or the
Additional Units, as the case may be, which the remaining Underwriters wish,
but are not obliged, to purchase exceeds the amount of such Purchased Units
or the Additional Units, as the case may be, which remain available for
purchase, such Purchased Units or the Additional Units, as the case may be,
shall be divided pro rata among the Underwriters desiring to purchase such
Purchased Units or the Additional Units, as the case may be, in proportion
to the percentage of Purchased Units or the Additional Units, as the case
may be, which such Underwriters have agreed to purchase as set out in
section 19.


<PAGE>
<PAGE>

                                   - 46 -


         (d)      RIGHT OF FUND TO TERMINATE

Nothing in this section or section 14 shall oblige the Fund to sell to the
Underwriters less than all of the Purchased Units or the Additional Units,
as the case may be.

20.      CONCURRENT OFFERINGS

Subject to the exercise of the over-allotment option, the Fund shall not,
without the prior written consent of the Lead Underwriters, which consent
shall not be unreasonably withheld, directly or indirectly, issue, sell,
grant any option for the sale of, or otherwise dispose of or monetize, in a
public offering, by way of private placement or otherwise, any units of the
Fund or any securities convertible or exchangeable into units of the Fund or
offer to or announce any intention to do any of the foregoing, during the
period commencing on the date hereof and ending 180 days after the Closing
Date, other than the issuance of securities of the Fund pursuant to employee
or executive incentive compensation arrangements or in connection with an
acquisition transaction. Notwithstanding anything to the contrary in this
Agreement, the Fund shall not issue any units of the Fund or any securities
convertible or exchangeable into units of the Fund until the Over-Allotment
Note has been repaid in accordance with its terms (other than any units of
the Fund issued to Cenveo US in repayment of such Over-Allotment Note).

For a period of 225 days after the Closing Date, Cenveo US shall not,
without the prior written consent of the Lead Underwriters, in their sole
discretion, offer, sell transfer, contract to sell or otherwise dispose of,
directly or indirectly, any units of the Fund or any securities convertible
or exchangeable into units of the Fund (including any units of the Fund
issued to Cenveo US should the over-allotment option not be exercised) or
make any short sale, engage in any hedging transaction or enter into any
swap or other arrangement that has the effect of transferring, in whole or
in part, any of the economic consequences of ownership of any of those
securities, whether such transaction is to be settled by the delivery of
units of the Fund, other securities, cash or otherwise, or agree to do so.
Notwithstanding anything to the contrary in this Agreement, (a) Cenveo US
may pledge its units of the Fund as security in favour of the lenders under
the secured credit facility described in section 5(c)(iii)(x) and such
lenders will be permitted to foreclose on such units, provided that such
lenders acknowledge that such pledged units shall be subject to the
restrictions on disposition contained in this paragraph, and (b) Cenveo US
may transfer any units of the Fund to an Affiliate, provided that the
transferee shall first undertake to the Co-Lead Underwriters by means of a
duly executed contract to comply with the obligations set out in this
section 20 as if that transferee were an original party to the undertakings
and agreements of Cenveo US contained in this section 20.

21.      STABILIZATION

In connection with the distribution of the Units, the Underwriters and
members of their selling group (if any) may over-allot or effect
transactions which stabilize or maintain the market price of the Units at
levels other than those which might otherwise prevail in the open market, in
compliance with applicable securities laws and the rules and regulations of
applicable stock exchanges. Those stabilizing transactions, if any, may be
discontinued at any time.


<PAGE>
<PAGE>

                                   - 47 -


22.      TIME

Time is of the essence in the performance of the parties' respective
obligations under this Agreement and the mere lapse of time shall have the
effects contemplated hereunder and by law.

23.      GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the
laws of the Province of Quebec and the laws of Canada applicable in the
Province of Quebec. Any judicial proceeding brought against any of the
parties to this Agreement with respect to any dispute arising out of this
Agreement or any matter related hereto may be brought only in the courts of
Quebec, district of Montreal, and by execution and delivery of this
Agreement, each of the parties to this Agreement accepts for itself the
exclusive jurisdiction in the aforesaid courts and irrevocably agrees to be
bound by any judgment rendered thereby in connection with this Agreement.
Each of Cenveo and Cenveo US has appointed Stikeman Elliott LLP, 1155
Rene-Levesque Blvd. West, 40th Floor, Montreal, Quebec, H3B 3V2, as its
authorized agent (the "Authorized Agent") upon whom process may be served in
any action arising out of or based on this Agreement or the transactions
contemplated thereby. Such appointment shall be irrevocable. Each of Cenveo
and Cenveo US represents and warrants that the Authorized Agent has agreed
to act as such agent for service of process and agrees to take any and all
action, including the filing of any and all documents and instruments, that
may be necessary to continue such appointment in full force and effect as
aforesaid. Service of process upon the Authorized Agent and written notice
of such service to each of Cenveo and Cenveo US shall be deemed, in every
respect, effective service of process upon the Cenveo or Cenveo US, as
applicable.

24.      NOTICE

Unless otherwise expressly provided in this Agreement, any notice or other
communication to be given under this Agreement (a "notice") shall be in
writing addressed as follows:

         If to the Fund or Supremex, addressed and sent to:

                  Supremex Inc.
                  7213 Cordner
                  Lasalle, Quebec
                  Canada
                  H8N 2J7

                  Attention:        Gilles Cyr
                  Facsimile:        (514) 595-3092

                  with a copy to:

                  Stikeman Elliott LLP
                  1155 Rene-Levesque Blvd. West
                  Suite 4000
                  Montreal, Quebec
                  H3B 3V2

                  Attention:        Franziska Ruf
                  Facsimile:        (514) 397-3222


<PAGE>
<PAGE>

                                   - 48 -


         If to Cenveo or Cenveo US, addressed and sent to:

                  Cenveo, Inc.
                  One Canterbury Green
                  201 Broad Street, 6th Floor
                  Stamford, Connecticut
                  United States of America
                  06901

                  Attention:        General Counsel
                  Facsimile:        (203) 595-3071

                  with a copy to:

                  Hughes Hubbard & Reed LLP
                  One Battery Park Plaza
                  New York, New York
                  United States of America
                  10004-1482

                  Attention:        Kenneth A. Lefkowitz
                  Facsimile:        (212) 422-4726

         If to the Lead Underwriters, addressed and sent to:

                  TD Securities Inc.
                  66 Wellington Street West
                  8th Floor
                  Toronto, Ontario
                  M5K 1A2

                  Attention:        Andrew Muirhead
                  Facsimile:        (416) 983-3176

                  and to:

                  CIBC World Markets Inc.
                  600 de Maisonneuve Blvd. West
                  Suite 3050
                  Montreal, Quebec
                  H3A 3J2

                  Attention:        Eric Morisset
                  Facsimile:        (514) 847-6430


<PAGE>
<PAGE>

                                   - 49 -


                  with a copy to:

                  Osler, Hoskin & Harcourt LLP
                  1000 de la Gauchetiere Street West
                  Suite 2100
                  Montreal, Quebec
                  H3B 4W5

                  Attntion:        Ward Sellers
                  Facsimile:       (514) 904-8101

or to such other address as any of the parties may designate by giving
notice to the others in accordance with this section 24.

Each notice shall be personally delivered to the addressee or sent by fax to
the addressee and:

         (a)      a notice which is personally delivered shall, if delivered
                  on a Business Day, be deemed to be given and received on
                  that day and, in any other case, be deemed to be given and
                  received on the first Business Day following the day on
                  which it is delivered; and

         (b)      a notice which is sent by fax shall be deemed to be given
                  and received on the first Business Day following the day
                  on which it is sent.

25.      AUTHORITY OF LEAD UNDERWRITERS

The Lead Underwriters are hereby authorized by each of the other
Underwriters to act on its behalf and the Fund shall be entitled to and
shall act on any notice given in accordance with section 24 or agreement
entered into by or on behalf of the Underwriters by the Lead Underwriters
which represents and warrants that they have irrevocable authority to bind
the Underwriters, except in respect of any consent to a settlement pursuant
to section 15(c) which consent shall be given by the Indemnified Party, a
notice of termination pursuant to section 14 which notice may be given by
any of the Underwriters, or any waiver pursuant to section 14(d), which
waiver must be signed by all of the Underwriters. The Lead Underwriters
shall consult where practical with the other Underwriters concerning any
matter in respect of which it acts as representative of the Underwriters.

26.      ENUREMENT

This Agreement shall enure to the benefit of and be binding upon the parties
and their respective successors (including any successor by reason of
amalgamation of any party).

27.      COUNTERPARTS

This Agreement may be executed by the parties to this Agreement in
counterpart and may be executed and delivered by facsimile and all such
counterparts and facsimiles shall together constitute one and the same
agreement.


<PAGE>
<PAGE>

                                   - 50 -


If the foregoing is in accordance with your understanding and is agreed to
by you, please signify your acceptance by executing the enclosed copies of
this letter where indicated below and returning the same to the Lead
Underwriters upon which this letter as so accepted shall constitute an
Agreement among us.

Yours very truly,

<TABLE>
<C>                                                         <C>
TD SECURITIES INC.                                          CIBC WORLD MARKET INC.

      By:  /s/ Andrew Muirhead                                By:  /s/ Eric Morisset
           -----------------------------------                   --------------------------------------
           Name: Andrew Muirhead                                   Name: Eric Morisset
           Title: Vice-President and Director                      Title: Managing Director


BMO NESBITT BURNS INC.                                      DESJARDINS SECURITIES INC.

      By:  /s/ Pierre-Olivier Perras                          By:  /s/ Jean-Philippe Morin
           -----------------------------------                   --------------------------------------
           Name: Pierre-Olivier Perras                             Name: Jean-Philippe Morin
           Title: Vice-President                                   Title: Vice-President and Director


NATIONAL BANK FINANCIAL INC.                                SCOTIA CAPITAL INC.

      By:  /s/ Paul St-Michel                                 By:  /s/ Eric Michaud
           -----------------------------------                   --------------------------------------
           Name: Paul St-Michel                                    Name: Eric Michaud
           Title: Managing Director                                Title: Director


CANACCORD CAPITAL CORPORATION                               GENUITY CAPITAL MARKETS G.P.

      By:  /s/ Jean-Marc Bourgeois                            By:  /s/ Marc Fredette
           -----------------------------------                   --------------------------------------
           Name: Jean-Marc Bourgeois                               Name: Marc Fredette
           Title: Managing Director                                Title: Principal
</TABLE>




<PAGE>
<PAGE>

                                   - 51 -


The foregoing offer is accepted and agreed to as of the date first above
written.

<TABLE>
<C>                                                         <C>
SUPREMEX INCOME FUND                                        SUPREMEX INC.

      By:  /s/ Gilles Cyr                                     By:  /s/ Gilles Cyr
           -----------------------------------                   --------------------------------------
           Name: Gilles Cyr                                        Name: Gilles Cyr
           Title: Trustee                                          Title: President


CENVEO, INC.                                                CENVEO CORPORATION

      By:  /s/ Sean S. Sullivan                               By:  /s/ Sean S. Sullivan
           -----------------------------------                   --------------------------------------
           Name: Sean S. Sullivan                                  Name: Sean S. Sullivan
           Title: Chief Financial Officer                          Title: Chief Financial Officer
</TABLE>






<PAGE>
<PAGE>


                                 SCHEDULE A

                    RULE 144A SALES IN THE UNITED STATES

1.       In this Schedule, "Units" means the Purchased Units.

2.                The Fund hereby represents, warrants, covenants and agrees
                  to and with the Underwriters that:

         (a)      The Fund is a "foreign issuer" and reasonably believes
                  that there is no "substantial U.S. market interest" with
                  respect to the Units as such terms are defined in
                  Regulation S.

         (b)      None of the Fund, its subsidiaries or its affiliates or
                  any person acting on its or their behalf (other than the
                  Underwriters, their subsidiaries or affiliates or any of
                  the Selling Firms, in respect of whose activities the Fund
                  makes no representation) has engaged or will engage in any
                  directed selling efforts in the United States (within the
                  meaning of Regulation S) or has engaged or will engage in
                  any form of general solicitation or general advertising in
                  the United States (as those terms are defined in
                  Regulation D under the 1933 Act ("Regulation D")) with
                  respect to the Units or has sold, offered for sale,
                  solicited offers to buy or otherwise negotiated in respect
                  of, any security (as defined in the 1933 Act) which is or
                  will be integrated with the sale of the Units in a manner
                  that would require the registration thereof under the 1933
                  Act.

         (c)      the Units are not, and as of the Closing Date the Units
                  will not be, and no securities of the same class as the
                  Units are, or as of the Closing Date will be, (i) listed
                  on a national securities exchange registered under Section
                  6 of the 1934 Act, or (ii) quoted in an "automated
                  interdealer quotation system", as such term is used in the
                  1934 Act, or (iii) convertible or exchangeable at an
                  effective conversion premium (calculated as specified in
                  paragraph (a)(6) of Rule 144A) of less than ten percent
                  for securities so listed or quoted.

         (d)      so long as any Units are outstanding and are "restricted
                  securities" within the meaning of Rule 144(a)(3) under the
                  1933 Act, and the Fund is neither exempt from reporting
                  pursuant to Rule 12g3-2(b) under the 1934 Act, nor subject
                  to and in compliance with Section 13 or 15(d) of the 1934
                  Act, to furnish U.S. holders of the Units and prospective
                  U.S. purchasers of Units designated by such U.S. holders,
                  upon the request of such U.S. holder, the information
                  required to be delivered pursuant to Rule 144A(d)(4) under
                  the 1933 Act to permit compliance with Rule 144A in
                  connection with the resale of Units in the United States.


<PAGE>
<PAGE>

                                   - 2 -

         (e)      the Fund is not and, as a result of the sale of the Units
                  will not be, an open-end investment company, unit
                  investment trust or face-amount certificate company that
                  is or is required to be registered under Section 8 of the
                  United States Investment Company Act of 1940, as amended.

         (f)      The Units satisfy the requirements set out in Rule
                  144A(d)(3) under the 1933 Act.

3.       Each of the Underwriters represents and warrants to and with the
         Fund that:

         (a)      it acknowledges that the Units have not been and will not
                  be registered under the 1933 Act and may not be offered or
                  sold within the United States except pursuant to the
                  exemption from the registration requirements of the 1933
                  Act. It has not offered or sold, and will not offer or
                  sell, any of the Units constituting part of its allotment
                  except in accordance with Regulation S or Rule 144A as
                  provided in paragraphs 5 and 6 below.

         (b)      it has not entered and will not enter into any contractual
                  arrangement with respect to the distribution of the Units,
                  except with its affiliates, any Selling Firm or with the
                  prior written consent of the Fund.

4.       The Underwriters shall require each Selling Firm to agree, for the
         benefit of the Fund to comply with, and shall use their best
         efforts to ensure that each Selling Firm complies with, the
         provisions of clauses 5 and 6 hereof above as if such provisions
         applied to such Selling Firm.

5.       Each of the Underwriters agrees with the Fund that:

         (a)      all offers and sales of the Units in the United States
                  will be effected through its U.S. affiliate in accordance
                  with all applicable U.S. broker-dealer requirements.

         (b)      it and any U.S. affiliate selling Units in the United
                  States is a Qualified Institutional Buyer.

         (c)      it will not, either directly or through its U.S.
                  affiliate, solicit offers for, or offer to sell, the Units
                  in the United States by means of any form of general
                  solicitation or general advertising (as those terms are
                  used in Regulation D) or in any manner involving a public
                  offering within the meaning of Section 4(2) of the 1933
                  Act and neither it nor its U.S. affiliate(s) nor any
                  persons acting on its or their behalf have engaged or will
                  engage in any directed selling efforts (within the meaning
                  of Regulation S) in the United States with respect to the
                  Units.

         (d)      it will solicit, and will cause its U.S. affiliate to
                  solicit, offers for the Units in the United States only
                  from, and will offer the Units only to, persons it
                  reasonably believes to be Qualified Institutional Buyers
                  in accordance with Rule 144A. It also agrees that it will
                  solicit offers for the Units only from, and will offer the
                  Units only to, persons that in purchasing such Units will
                  be deemed to have represented and agreed as provided in
                  clauses (f)(i) through (iv) below (to the extent such
                  representations are applicable to the purchaser
                  concerned).

<PAGE>
<PAGE>

                                   - 3 -

         (e)      It will inform, and cause its U.S. affiliate to inform,
                  all purchasers of the Units in the United States that the
                  Units have not been and will not be registered under the
                  1933 Act and are being sold to them without registration
                  under the 1933 Act in reliance on Rule 144A.

         (f)      The U.S. Placement Memorandum for the offering of the
                  Units in the United States shall contain disclosure
                  substantially in the form set out below:

                           "The Units have not been and will not be
                           registered under the Securities Act or under any
                           state securities laws of the United States and
                           may not be offered or sold within the United
                           States except to persons reasonably believed by
                           the Underwriters (and the U.S. Dealers) to be
                           Qualified Institutional Buyers in transactions
                           exempt from the registration requirements of the
                           Securities Act pursuant to Rule 144A and in
                           compliance with applicable state securities laws.

                           In addition, until 40 days after the commencement
                           of the offering of the Units, an offer or sale of
                           the Units within the United States by any dealer
                           (whether or not participating in the offering)
                           may violate the registration requirements of the
                           Securities Act if such an offer or sale is made
                           otherwise than in accordance with the applicable
                           provisions of Rule 144A.

                           Each U.S. purchaser of Units offered hereby will,
                           by its purchase of such Units, be deemed to have
                           represented and agreed for the benefit of the
                           Fund, the Underwriters and the U.S. Dealers as
                           follows:

                           It is authorized to consummate the purchase of
                           the Units.

                           It is a Qualified Institutional Buyer and
                           acknowledges that the sale of the Units to it is
                           being made in reliance on Rule 144A and
                           exemptions from applicable state securities laws,
                           and it is acquiring the Units for its own account
                           or for the account of one or more Qualified
                           Institutional Buyers with respect to which it
                           exercises sole investment discretion, and not
                           with a view to any resale, distribution, or other
                           disposition of the Units in violation of U.S.
                           federal or state securities laws.

                           It acknowledges that it has not purchased the
                           Units as a result of any general solicitation or
                           general advertising (as defined in Regulation D
                           under the Securities Act), including, without
                           limitation, advertisements, articles, notices, or
                           other communications published in any newspaper,
                           magazine or similar media, or broadcast over
                           radio or television, or any seminar or meeting
                           whose attendees have been invited by general
                           solicitation or general advertising.

                           It understands and acknowledges that the Units
                           have not been and will not be registered under
                           the Securities Act or the securities laws of any
                           state of the United States, and are therefore
                           "restricted securities" as defined in Rule 144
                           under the Securities Act and that if it decides
                           to offer, sell, pledge or otherwise transfer such
                           securities, such securities may be offered, sold,
                           pledged or otherwise transferred only (A) to the
                           Fund, (B) outside the United States in accordance
                           with Rule 904 of Regulation S under the
                           Securities Act, (C) inside the United States in
                           accordance with (i) Rule 144A to a person who it
                           reasonably believes is a Qualified Institutional
                           Buyer that is purchasing for its own account or
                           for the account of a Qualified Institutional
                           Buyer and to whom notice is given that the offer,
                           sale or transfer is being made in reliance on
                           Rule 144A, or (ii) the exemption from
                           registration under the Securities Act provided by
                           Rule 144 thereunder, if available, or (D) under
                           another exemption from registration under the
                           Securities Act, and in each case in accordance
                           with any applicable state securities laws in the
                           United States or securities laws of any other
                           applicable jurisdiction and in the case of
                           (C)(ii) or (D) upon provision

<PAGE>
<PAGE>

                                   - 4 -

                           of a legal opinion from U.S. legal counsel
                           reasonably satisfactory to the Fund that such
                           exemption from registration is available.

                           It understands and acknowledges that upon the
                           original issuance thereof, and until such time as
                           the same is no longer required under applicable
                           requirements of the Securities Act or applicable
                           state securities laws, that all certificates
                           representing the Units sold in the U.S. Placement
                           will bear the following legend:

                           THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN,
                           AND WILL NOT BE, REGISTERED UNDER THE UNITED
                           STATES SECURITIES ACT OF 1933, AS AMENDED (THE
                           "SECURITIES ACT") OR UNDER ANY STATE SECURITIES
                           LAWS OF THE UNITED STATES. THE HOLDER HEREOF, BY
                           PURCHASING SUCH SECURITIES, AGREES FOR THE
                           BENEFIT OF THE SUPREMEX INCOME FUND (THE "FUND")
                           THAT SUCH SECURITIES MAY BE OFFERED, SOLD,
                           PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE
                           FUND, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
                           WITH RULE 904 OF REGULATION S UNDER THE
                           SECURITIES ACT, (C) INSIDE THE UNITED STATES IN
                           ACCORDANCE WITH (1) RULE 144A UNDER THE
                           SECURITIES ACT TO A PERSON WHO THE SELLER
                           REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
                           BUYER (AS DEFINED IN RULE 144A UNDER THE
                           SECURITIES ACT, A "QIB") THAT IS PURCHASING FOR
                           ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB AND
                           TO WHOM NOTICE IS GIVEN THAT THE OFFER, SALE OR
                           TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A
                           OR (2) THE EXEMPTION FROM REGISTRATION UNDER THE
                           SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER,
                           IF AVAILABLE, OR (D) UNDER ANOTHER EXEMPTION FROM
                           REGISTRATION UNDER THE SECURITIES ACT, AND IN
                           EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE
                           SECURITIES LAWS IN THE UNITED STATES OR
                           SECURITIES LAWS OF ANY OTHER APPLICABLE
                           JURISDICTION AND IN THE CASE OF (C)(2) OR (D)
                           UPON PROVISION OF A LEGAL OPINION FROM U.S. LEGAL
                           COUNSEL REASONABLY SATISFACTORY TO THE FUND THAT
                           SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE.

                           DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
                           "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON
                           STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE
                           BEARING NO LEGEND, DELIVERY OF WHICH WILL
                           CONSTITUTE "GOOD DELIVERY" MAY BE OBTAINED FROM
                           THE REGISTRAR AND/OR TRANSFER AGENT OF THE FUND
                           (THE "TRANSFER AGENT") UPON DELIVERY OF THIS
                           CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A
                           FORM SATISFACTORY TO THE TRANSFER AGENT AND THE
                           COMPANY, TO THE EFFECT THAT THE SALE OF THE
                           SECURITIES REPRESENTED HEREBY IS BEING MADE IN
                           COMPLIANCE WITH RULE 904 OF REGULATION S UNDER
                           THE SECURITIES ACT;

                           provided, that, if any such securities are being
                           --------
                           sold under outside of the United States in
                           accordance with Rule 904 of Regulation S, at a
                           time when the Fund is a "foreign issuer" as
                           defined in Rule 902 of Regulation S, the legend
                           may be removed by providing a declaration to the
                           transfer agent for the securities, or such other
                           organization or entity performing such function
                           for the Fund (the "Transfer Agent") to the
                           following effect (or as the Fund may from time to
                           time prescribe):

                           "The undersigned seller (i) acknowledges that the
                           sale of the securities of Supremex Income Fund to
                           which this declaration relates is being made in
                           reliance on Rule 904 of Regulation S ("Regulation
                           S") under the United States Securities Act of
                           1933, as amended (the "Securities Act") and (ii)
                           certifies that: (A) it is not an affiliate of
                           Supremex Income Fund (as defined in Rule 405
                           under the Securities Act); (B) the offer


<PAGE>
<PAGE>

                                    - 5 -

                           of the securities was not made to a person in the
                           United States and either (1) at the time the buy
                           order was originated, the buyer was outside the
                           United States, or the seller and any person
                           acting on its behalf reasonably believe that the
                           buyer was outside the United States, or (2) the
                           transaction was executed on or through the
                           facilities of the TSX Venture Exchange or the
                           Toronto Stock Exchange, and neither the seller
                           nor any person acting on its behalf knows that
                           the transaction has been prearranged with a buyer
                           in the United States; (C) neither the seller nor
                           any affiliate of the seller nor any person acting
                           on any of their behalf has engaged or will engage
                           in any "directed selling efforts" (as such term
                           is defined in Regulation S) in the United States
                           in connection with the offer and sale of the
                           securities; (D) the sale is bona fide and not for
                           the purpose of "washing off" the resale
                           restrictions imposed because the securities are
                           "restricted securities" (as that term is defined
                           in Rule 144(a)(3) under the Securities Act); (E)
                           the seller does not intend to replace the
                           securities sold in reliance on Rule 904 of
                           Regulation S, with fungible unrestricted
                           securities; and (F) the contemplated sale is not
                           a transaction, or part of a series of
                           transactions which, although in technical
                           compliance with Regulation S, is part of a plan
                           or scheme to evade the registration provisions of
                           the Securities Act."

                           provided, further, that, if any such Units are
                           --------  -------
                           being sold inside the United States in accordance
                           with Rule 144 under the Securities Act and in
                           compliance with applicable state securities laws,
                           the legend may be removed by delivery to the
                           transfer agent and the Fund of an opinion of
                           counsel reasonably satisfactory to the Fund, to
                           the effect that such legend is no longer required
                           under applicable requirements of the Securities
                           Act or state securities laws.

                           It consents to the Fund making a notation in its
                           records or giving instructions to any transfer
                           agent of the Units in order to implement the
                           restrictions on transfer set out and described in
                           this Memorandum.

                           It understands and acknowledges that the Fund is
                           not obligated to file and has no present
                           intention of filing with the United States
                           Securities and Exchange Commission or with any
                           state securities administrator any registration
                           statement in respect of resales of the Units in
                           the United States.

                           It understands and acknowledges that the Fund (i)
                           is not obligated to remain a foreign issuer (as
                           defined in Regulation S under the U.S. Securities
                           Act), (ii) may not, at the time the Units are
                           resold by it or at any other time, be a foreign
                           issuer, and (iii) may engage in one or more
                           transactions which could cause the Fund not to be
                           a foreign issuer.

                           It understands and acknowledges that it is making
                           the representations and warranties and agreements
                           contained herein with the intent that they may be
                           relied upon by the Fund and the Underwriters in
                           determining its eligibility or (if applicable)
                           the eligibility of others on whose behalf it is
                           contracting hereunder to purchase the Units."


<PAGE>
<PAGE>

                                   - 6 -

6.       Each Underwriter agrees that:

         (a)      It will deliver, through its U.S. affiliate, a copy of
                  each of the Preliminary U.S. Placement Memorandum and U.S.
                  Placement Memorandum (including the Amended Preliminary
                  Prospectus or Final Prospectus, as the case may be,
                  relating to the Units) for the U.S. offering to each
                  person in the United States purchasing Units from it;

         (b)      It shall cause its U.S. affiliate to agree, for the
                  benefit of the Fund, to the same provisions as are
                  contained in paragraphs 5 and 6; and

         (c)      At the Closing Time, it, together with its U.S. affiliate
                  selling Units in the United States, will provide a
                  certificate, substantially in the form of Exhibit I to
                  this Schedule, relating to the manner of the offer and
                  sale of the Units in the United States or to U.S. persons.



<PAGE>
<PAGE>


                           EXHIBIT I TO SCHEDULE A

                          UNDERWRITERS' CERTIFICATE

In connection with the private placement in the United States of the trust
units (the "Units") of Supremex Income Fund (the "Fund") pursuant to the
Underwriting Agreement dated o between, among others, the Fund and the
Underwriters named therein, in the United States, (the "Underwriting
Agreement"), each of the undersigned does hereby certify as follows:

                  (i)      [U.S. AFFILIATE] is a duly registered broker or
                           dealer with the United States Securities and
                           Exchange Commission (the "SEC") and the National
                           Association of Securities Dealers, Inc. ("NASD")
                           and is in good standing with the NASD and the SEC
                           on the date hereof;

                  (ii)     each offeree of the Units in the United States
                           was provided with a copy of the Preliminary U.S.
                           Placement Memorandum and each purchaser of the
                           Units in the United States, was provided with a
                           copy of the U.S. Placement Memorandum, including
                           the Final Prospectus dated o, for the offering of
                           the Units in the United States;

                  (iii)    immediately prior to transmitting any such
                           private placement memorandum to any offeree or
                           purchaser, we had reasonable grounds to believe
                           and did believe that each offeree and purchaser
                           was a Qualified Institutional Buyer (as defined
                           in Rule 144A) and, on the date hereof, we
                           continue to believe that each such person is a
                           Qualified Institutional Buyer;

                  (iv)     no form of general solicitation or general
                           advertising (as those terms are used in
                           Regulation D under the 1933 Act) was used by us,
                           including advertisements, articles, notices or
                           other communications published in any newspaper,
                           magazine or similar media or broadcast over radio
                           or television, or any seminar or meeting whose
                           attendees had been invited by general
                           solicitation or general advertising, in
                           connection with the offer or sale of the Units in
                           the United States or to U.S. persons; and

                  (v)      the offering of the Units in the United States
                           has been conducted by us in accordance with the
                           terms of the Underwriting Agreement.

Capitalized terms used in this certificate have the meanings given to them
in the Underwriting Agreement unless otherwise defined herein.

IN WITNESS OF WHICH the parties have duly executed this Agreement.

                [Remainder of page intentionally left blank]




<PAGE>
<PAGE>

                                   - 2 -


                                    NAME OF UNDERWRITER

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



                                    NAME OF U.S. AFFILIATE

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