STOCKHOLDERS AGREEMENT


among


LTM HOLDINGS, INC.,
SONY PICTURES ENTERTAINMENT INC.,
UNIVERSAL STUDIOS, INC.,
CHARLES ROSNER BRONFMAN FAMILY TRUST
AND
THE OTHER PARTIES HERETO






dated as of September 30, 1997





                                                                              
                                 






	TABLE OF CONTENTS

	Page

	ARTICLE I
	DEFINITIONS

	SECTION 1.1  Certain Defined Terms	  1
	SECTION 1.2  Other Defined Terms	 11
	SECTION 1.3  Other Definitional Provisions	 12
	SECTION 1.4  Methodology for Calculations	 12

	ARTICLE II
	CORPORATE GOVERNANCE

	SECTION 2.1  Composition of the Board	 13
	SECTION 2.2  Board Procedures	 18
	SECTION 2.3  Committees	 19
	SECTION 2.4  Voting on Certain Matters	 20
	SECTION 2.5  Irrevocable Proxy	 20
	SECTION 2.6  Certain Restrictions	 21
	SECTION 2.7  Cooperation	 22

	ARTICLE III
	CONSENT RIGHTS

	SECTION 3.1  Consent for Certain Actions	 22
	SECTION 3.2  Certain Certificate Provisions	 28
	SECTION 3.3  Arbitration	 28
	SECTION 3.4  Approval of Disinterested Directors	 29
	SECTION 3.5  Additional Shares	 30

	ARTICLE IV
	TRANSFER OF COMMON SHARES

	SECTION 4.1  Restrictions on Transfer during Six-Months Following 
			Closing	 30
	SECTION 4.2  Tag-Along for All Stockholders	 30
	SECTION 4.3  Tag-Along for USI and Claridge Group	 31
	SECTION 4.4  Right of First Refusal	 32
	SECTION 4.5  Transferees	 35
	SECTION 4.6  Notice of Transfer	 37
	SECTION 4.7  Compliance with Transfer Provisions	 37

	ARTICLE V 
	REGISTRATION RIGHTS

	SECTION 5.1  Demand Registrations	 38
	SECTION 5.2  Piggyback Registrations	 40
	SECTION 5.3  Registration Procedures	 41
	SECTION 5.4  Registration Expenses	 46
	SECTION 5.5  Limitations on Sale or Distribution of Other 
			Securities	 47
	SECTION 5.6  Company Right to Postpone Registration	 47
	SECTION 5.7  No Required Sale	 48
	SECTION 5.8  Indemnification	 48
	SECTION 5.9  Contribution	 50
	SECTION 5.10  Underwritten Offerings	 52
	SECTION 5.11  Rule 144	 52
	SECTION 5.12  Article V Termination	 52

	ARTICLE VI
	STANDSTILL

	SECTION 6.1  Standstill with the Company	 53
	SECTION 6.2  Standstill among the Stockholders	 55

	ARTICLE VII
	EQUITY PURCHASE RIGHTS

	SECTION 7.1  Equity Purchase Rights	 57

	ARTICLE VIII
	MISCELLANEOUS

	SECTION 8.1  Conflicting Agreements	 59
	SECTION 8.2  Duration of Agreement	 59
	SECTION 8.3  Best Efforts	 59
	SECTION 8.4  Ownership Information	 60
	SECTION 8.5  Further Assurances	 60
	SECTION 8.6  Amendment and Waiver	 60
	SECTION 8.7  Severability	 60
	SECTION 8.8  Entire Agreement	 61
	SECTION 8.9  Successors and Assigns	 61
	SECTION 8.10  Counterparts	 61
	SECTION 8.11  Remedies	 61
	SECTION 8.12  Notices	 62
	SECTION 8.13  Governing Law; Consent to Jurisdiction	 64
	SECTION 8.14  Legends	 64
	SECTION 8.15  Interpretation	 65
	SECTION 8.16  Agents for Stockholders	 65
	SECTION 8.17  Additional Agreement	 66
	SECTION 8.18  Effectiveness	 66



EXHIBITS



Exhibit A	Members of the Claridge Group
Exhibit B	Form of Arbitration Agreement
Exhibit C	Sound Systems  





STOCKHOLDERS AGREEMENT 




		STOCKHOLDERS AGREEMENT dated as of September 30, 1997 among LTM 
Holdings, Inc., a Delaware corporation (the "Company"), Sony Pictures 
Entertainment Inc., a Delaware corporation ("SPE"), Universal Studios, Inc., a 
Delaware corporation ("USI"), the Charles Rosner Bronfman Family Trust, a 
trust created under the laws of the province of Quebec (the "Trust"), and the 
other persons listed on Exhibit A (such persons, together with the Trust, 
collectively, the "Claridge Group"). 

		WHEREAS, concurrently with the execution and delivery of this 
Agreement, the Company, SPE and Cineplex Odeon Corporation, a corporation 
formed under the laws of the province of Ontario ("CO"), are entering into a 
Master Agreement dated as of the date hereof (the "Master Agreement") pursuant 
to which and subject to the terms and conditions thereof, among other things, 
(i) CO and the Company will engage in a business combination (the 
"Transaction") and (ii) the shareholders of CO will exchange shares of CO for 
shares of Common Stock (as defined below);

		WHEREAS, upon the closing of the Transaction (the "Closing"), and 
before giving effect to any Equity Offering (as defined below), (i) SPE will 
beneficially own 51.14% of the issued and outstanding Common Shares (as 
defined below), 49.90% of the issued and outstanding Common Stock and 100% of 
the issued and outstanding Non-Voting Common Stock (as defined below), (ii) 
USI will beneficially own 26.02% of the issued and outstanding Common Shares 
and 26.68% of the issued and outstanding Common Stock, and (iii) the Claridge 
Group will beneficially own 9.60% of the issued and outstanding Common Shares 
and 9.85% of the issued and outstanding Common Stock; and

		WHEREAS, the parties hereto desire to enter into certain 
post-Closing arrangements relating to the Company.

		NOW, THEREFORE, in consideration of the premises and of the mutual 
covenants and obligations hereinafter set forth, the parties hereto hereby 
agree as follows:


 		ARTICLE 1



	DEFINITIONS

		SECTION 1.1  Certain Defined Terms.  As used herein, the following 
terms shall have the following meanings:

		"Adjusted Applicable Percentage" means, with respect to any 
Stockholder, at any time, such Stockholder's Applicable Percentage, 
recalculated after subtracting from (x) the Voting Shares beneficially owned 
by such Stockholder and its Permitted Transferees and, in the case of the 
Claridge Group, all other members of the Claridge Group and their respective 
Permitted Transferees (y) all Voting Shares acquired in open market purchases, 
in privately-negotiated transactions (other than from a Stockholder or a 
Permitted Transferee of any Stockholder) or from the Company (other than 
pursuant to Section 7.1 or a transaction described in clause (ii) of Section 
7.1(g)).

		"Affiliate" means, with respect to any Person, any other Person 
that directly, or indirectly through one or more intermediaries, controls, is 
controlled by or is under common control with, such specified Person.  For 
purposes of this definition, (i) no member of the Claridge Group shall be 
considered an Affiliate of USI or any Subsidiary of USI, (ii) Matsushita 
Electric Industrial Co., Ltd. ("MEI") shall not be considered an Affiliate of 
USI or any Subsidiary of USI, provided, that clause (ii) shall not be 
applicable at any time that USI shall disclose in a Schedule 13D filed 
pursuant to the Exchange Act that USI and MEI have formed a Group with respect 
to Voting Shares, and (iii) each member of the Claridge Group shall be 
considered an Affiliate of each other member of the Claridge Group.

		"Agreement" means this Stockholders Agreement as it may be 
amended, supplemented, restated or modified from time to time.

		"Applicable Percentage" means, with respect to any Stockholder, at 
any time, the ratio, expressed as a percentage, of (i) the then outstanding 
Voting Shares beneficially owned by such Stockholder and (a) in the case of 
SPE or USI, such Stockholder's Permitted Transferees, and (b) in the case of 
any member of the Claridge Group, all other members of the Claridge Group and 
all Permitted Transferees of the Claridge Group, to (ii) the sum of (x) the 
total then outstanding Voting Shares and (y) with respect to such Stockholder, 
any Voting Shares included in clause (i) that are issuable upon conversion, 
exchange or exercise of Voting Share Equivalents, provided, that if the 
Company shall issue or sell Voting Shares in a transaction (other than the 
Equity Offering) in respect of which either SPE or USI does not have the right 
to consent pursuant to clause (vii) of Section 3.1(a) at a time when such 
Stockholder has an Article III Consent Right, the aggregate amount of Voting 
Shares issued or sold pursuant to all such transactions shall be subtracted 
from the amount of outstanding Voting Shares in calculating such Stockholder's 
Applicable Percentage for purposes of Articles II and III and for any 
calculation of such Stockholder's Applicable Percentage under the Certificate, 
subject to the applicable rules of any stock exchange on which the Common 
Stock shall then be listed.

		"Article III Consent Right" means, with respect to SPE or USI, the 
right of such Stockholder pursuant to Section 3.1(a) to approve the actions 
specified in clauses (i)-(xiv) of such Section.

		"beneficial owner" or "beneficially own" has the meaning given 
such term in Rule 13d-3 under the Exchange Act and a Person's beneficial 
ownership of Voting Shares shall be calculated in accordance with the 
provisions of such Rule, provided, however, that (i) in determining beneficial 
ownership for purposes of Article II, Section 4.3 and clauses (ii) and (iii) 
of Section 4.5(b) and for any calculation of such Stockholder's Applicable 
Percentage under the Certificate (including in the calculation of a 
Stockholder's Applicable Percentage and Adjusted Applicable Percentage in such 
provisions), a Person shall not be deemed to be the beneficial owner of any 
Voting Shares which may be acquired by such Person upon the conversion, 
exchange or exercise of any Voting Share Equivalents, except for purposes of 
Section 4.3, a Person shall be deemed to beneficially own such Voting Shares 
if such Person has irrevocably agreed to convert, exchange or exercise the 
related Voting Share Equivalent upon consummation of the applicable Third 
Party Sale, (ii) in determining beneficial ownership for purposes of the other 
provisions of this Agreement, a Person shall be deemed to be the beneficial 
owner of any Voting Shares which may be acquired by such Person, whether 
within 60 days or thereafter, upon the conversion, exchange or exercise of any 
warrants, options, rights or other securities issued by the Company or any 
Subsidiary thereof and (iii) in determining beneficial ownership for purposes 
of Sections 2.1(a), (b) and (c), clauses (i) and (ii) of Section 2.1(g), 
Sections 4.2, 4.3 and 5.12, Article VII and Section 8.2 and for any 
calculation of such Stockholder's Applicable Percentage under the Certificate 
(including in the calculation of a Stockholder's Applicable Percentage and 
Adjusted Applicable Percentage in such provisions), a Person shall not be 
deemed to be the beneficial owner of any Voting Shares unless such Person has 
a pecuniary interest in such Voting Shares.

		"Board" means the Board of Directors of the Company.

		"Business Day" shall mean any day that is not a Saturday, a Sunday 
or other day on which banks are required or authorized by law to be closed in 
The City of New York.

		"Bylaws" means the Amended and Restated Bylaws of the Company in 
the form attached as Exhibit F to the Master Agreement, as the same may be 
amended, supplemented or modified from time to time.

		"Capital Lease Obligations" of a Person means the obligation to 
pay rent or other payment amounts under a lease of (or other arrangements 
conveying the right to use) real or personal property of such Person which is 
required to be classified and accounted for as a capital lease or a liability 
on a balance sheet of such Person in accordance with GAAP.  The principal 
amount of such obligation shall be the capitalized amount thereof that appears 
on a balance sheet of such Person in accordance with GAAP.

		"Capital Stock" means, with respect to any Person at any time, any 
and all shares, interests, participations or other equivalents (however 
designated, whether voting or non-voting) of capital stock, partnership 
interests (whether general or limited) or equivalent ownership interests in or 
issued by such Person.

		"Cash Flow" means, for purposes of determining the cash flow of an 
asset under clauses (i) or (ii) of Section 3.1(a), (i) with respect of any 
motion picture theater, "Cash Flow" as defined in the Master Agreement, and 
(ii) with respect to any other type of asset, cash flow shall be defined as 
the Company and each Stockholder who at the time of determination has an 
Article III Consent Right shall jointly determine in good faith and, in making 
any such determination, such parties shall consider any definition of cash 
flow that is customarily utilized by nationally recognized investment banking 
firms to measure the cash flow of such assets.

		"Certificate" means the Amended and Restated Certificate of 
Incorporation of the Company in the form attached as Exhibit A to the Master 
Agreement, as the same may be amended, supplemented or modified from time to 
time.

		"Certificate Amendment" means any amendment or restatement of the 
Certificate after the Closing.

		"Claridge Director" means any Director designated pursuant to 
Section 2.1 by the Claridge Group.

		"Commission" means the Securities and Exchange Commission, and any 
successor commission or agency having similar powers.

		"Common Shares" means, collectively, the Common Stock and the Non-
Voting Common Stock. 

		"Common Stock" means common stock, par value $0.01 per share, of 
the Company and any securities issued in respect thereof, or in substitution 
therefor, in connection with any stock split, dividend or combination, or any 
reclassification, recapitalization, merger, consolidation, exchange or other 
similar reorganization.

		"Company Expenses" means (i)(a) fees and disbursements of counsel 
for the Company and (b) fees and disbursements of all independent public 
accountants (including the expenses of any audit and/or "cold comfort" letter) 
and fees and expenses of other Persons, including special experts retained by 
the Company, incident to the Company's performance of or compliance with its 
obligations under Article V, and (ii) if the Company participates in a 
registration pursuant to Article V, the Company's pro rata share of other 
Expenses related to such registration on the basis of the number of securities 
included in such registration by the Company relative to the total number of 
securities included in such registration.

		"Consolidated Income Tax Expense" of any Person means for any 
period the consolidated provision for income taxes of such Person and its 
consolidated Subsidiaries for such period as reported on such Person's 
financial statements for such period and determined in accordance with GAAP.

		"Consolidated Interest Expense" of any Person means for any period 
the consolidated interest expense included in a consolidated income statement 
(net of interest income) of such Person and its consolidated Subsidiaries for 
such period as reported on such Person's financial statements for such period 
and determined in accordance with GAAP.

		"Consolidated Net Income" of any Person means for any period the 
consolidated net income (or loss) of such Person and its consolidated 
Subsidiaries for such period as reported on such Person's financial statements 
for such period and determined in accordance with GAAP; provided that there 
shall be excluded therefrom (i) gains or losses on asset dispositions by such 
Person or its consolidated Subsidiaries, (ii) all extraordinary gains and 
extraordinary losses, (iii) any net income (loss) of a consolidated Subsidiary 
that is attributable to a minority interest in such consolidated Subsidiary, 
(iv) all non-cash non-recurring charges and credits during such period not in 
the ordinary course of business and (v) the tax effect of any of the items 
described in clauses (i) through (iv) above.

		"control" (including the terms "controlled by" and "under common 
control with"), with respect to the relationship between or among two or more 
Persons, means the possession, directly or indirectly, of the power to direct 
or cause the direction of the affairs or management of a Person, whether 
through the ownership of voting securities, as trustee or executor, by 
contract or otherwise.

		"Current Market Value" means, with respect to any security, the 
average of the daily closing prices on the New York Stock Exchange (or such 
principal exchange or market on which such security may be listed or may 
trade) for such security for the 20 consecutive trading days commencing on the 
22nd trading day prior to the date with respect to which the Current Market 
Value is being determined.  The closing price for each day shall be the 
closing price, if reported, or, if the closing price is not reported, the 
average of the closing bid and asked prices as reported by the New York Stock 
Exchange (or such principal exchange or market) or a similar source selected 
from time to time by the Company for such purpose.  In the event such closing 
prices are unavailable, the Current Market Value shall be the Fair Market 
Value of such security established by a Determination of the Independent 
Directors.  If a determination is required under this Agreement of the Current 
Market Value of any Non-Voting Common Stock, such value shall be deemed to be 
equal to the Current Market Value of an equivalent number of shares of Common 
Stock. 

		"Debt" means (without duplication), with respect to any Person, 
whether or not recourse is to all or a portion of the assets of such Person or 
any of its Subsidiaries, (i) every obligation of such Person or any of its 
Subsidiaries for money borrowed, (ii) every obligation of such Person or any 
of its Subsidiaries evidenced by bonds, debentures, notes or other similar 
instruments, (iii) every reimbursement obligation of such Person or any of its 
Subsidiaries with respect to letters of credit (including standby letters of 
credit to the extent drawn upon), bankers' acceptances or similar facilities 
issued for the account of such Person or any of its Subsidiaries, (iv) every 
obligation of such Person or any of its Subsidiaries issued or assumed as the 
deferred purchase price of property or services (but excluding trade accounts 
payable or accrued liabilities arising in the ordinary course of business), 
(v) every Capital Lease Obligation of such Person or any of its Subsidiaries 
other than Capital Lease Obligations of such Person or any of its Subsidiaries 
for real property, and (vi) every obligation of the type referred to in 
clauses (i) through (v) of another Person and all dividends of another Person 
the payment of which, in either case, such Person or any of its Subsidiaries 
has guaranteed or for which such Person is responsible or liable, directly or 
indirectly, jointly or severally, as obligor, guarantor or otherwise; provided 
that, in the case of joint venture Debt, there shall only be included that 
portion of such Debt equal to the ratable share in such joint venture of such 
Person or any of its Subsidiaries.

		"DGCL" means the Delaware General Corporation Law.

		"Determination of the Independent Directors" means, with respect 
to any matter, a determination made in good faith, on the basis of such 
relevant factors as the Independent Directors consider, in their judgment, 
appropriate, by the vote of a majority of the Independent Directors present at 
a meeting of the Independent Directors called for such purpose, a quorum being 
present (or at a meeting of the Board if a quorum of the Independent Directors 
is present at such meeting), or without a meeting if a majority of all 
Independent Directors consent thereto in writing.  For these purposes, a 
majority of all Independent Directors, acting at a meeting duly assembled, 
shall constitute a quorum for the making of any such determination at such 
meeting.

		"Director" means any member of the Board.

		"Directors Chart" means the chart attached as Schedule I.

		"Disinterested Directors" means, with respect to any matter that 
is subject to approval under Section 3.4, all Directors other than any 
Director who is a designee of SPE (in the case of Section 3.4(a)) or USI (in 
the case of Section 3.4(b)).

		"Dissolution" means a voluntary liquidation, dissolution or 
winding up of the Company.

		"EBITDA" of any Person means for any period the Consolidated Net 
Income for such period increased by the sum of (i) Consolidated Interest 
Expense of such Person for such period, plus (ii) Consolidated Income Tax 
Expense of such Person for such period, plus (iii) the consolidated 
depreciation and amortization expense deducted in determining the Consolidated 
Net Income of such Person for such period (excluding amortization of 
Capitalized Lease Obligations other than those incurred to finance equipment); 
provided, however, that the Consolidated Interest Expense, Consolidated Income 
Tax Expense and consolidated depreciation and amortization expense of a 
consolidated Subsidiary of such Person shall be added to the Consolidated Net 
Income of such Person pursuant to the foregoing only to the extent and in the 
same proportion that the Consolidated Net Income of such consolidated 
Subsidiary was included in calculating the Consolidated Net Income of such 
Person.

		"Equity Offering" means the sale for cash by the Company in one or 
more underwritten public offerings of Common Stock for an aggregate offering 
price of $200 million (before deducting underwriting discounts or 
commissions).

		"Exchange Act" means the Securities and Exchange Act of 1934, as 
amended.

		"Excluded Securities" means options issued by the Company to 
employees or directors of the Company or its Subsidiaries pursuant to any 
stock option or similar plan (and any Common Stock issuable thereunder) 
approved by the Board and any Common Stock issuable upon conversion of Non-
Voting Common Stock.

		"Expenses" means any and all fees and expenses incident to the 
Company's performance of or compliance with its obligations under Article V 
(other than internal expenses incurred by the Company including the services 
of the Company's executives and legal department), including: (i) listing and 
filing fees of the Commission or any stock exchange registration, (ii) fees 
and expenses of compliance with state and provincial securities or "blue sky" 
laws and in connection with the preparation of a "blue sky" survey, including 
reasonable fees and expenses of "blue sky" counsel, (iii) fees and expenses of 
compliance with any Canadian securities laws, (iv) printing and copying 
expenses, (v) messenger and delivery expenses, (vi) expenses incurred in 
connection with any road show, (vii) fees and disbursements of counsel for the 
Company, (viii) with respect to each registration, the reasonable fees and 
disbursements of one counsel for the selling Holder(s) (selected by the 
Initiating Holder, in the case of a Demand Registration, or by the Requisite 
Percentage of Participating Holders, in the case of a Piggyback Registration), 
(ix) fees and disbursements of all independent public accountants (including 
the expenses of any audit and/or "cold comfort" letter) and fees and expenses 
of other Persons, including special experts, retained by the Company, and (x) 
any other fees and disbursements of underwriters, if any, customarily paid by 
issuers or sellers of securities.

		"Fair Market Value" means, as to any securities or other property, 
the cash price at which a willing seller would sell and a willing buyer would 
buy such securities or property in an arm's-length negotiated transaction 
without time constraints.

		"Five-Year Plan" means (i) the Initial Five-Year Plan, or any 
replacement of such plan adopted in accordance with Section 3.1(b), and (ii) 
after the expiration of the Initial Five-Year Plan, or any replacement 
thereof, subsequent five-year strategic business plans of the Company adopted 
by the Board in accordance with Section 3.1(d) or any replacement thereof 
adopted in accordance with Section 3.1(b).

		"GAAP" means United States generally accepted accounting 
principles, as in effect from time to time.

		"Group" shall have the meaning assigned to it in Section 13(d)(3) 
of the Exchange Act.

		"Holder" means SPE, USI, each member of the Claridge Group and any 
of their respective Permitted Transferees, and any Third Party Transferee (i) 
to the extent the rights and obligations of a Holder are specifically assigned 
to such Third Party Transferee by a Stockholder in accordance with Section 
4.5(b)(iv) and (ii) who agrees, pursuant to Sections 4.5(b) and 4.5(c), to be 
bound by the provisions of this Agreement as a "Holder" hereunder.

		"Independent Director" means any Director who satisfies the 
criteria set forth in the second paragraph of Section 2.1(i).

		"Initial Five-Year Plan" means the Company's five-year strategic 
business plan in effect as of the Closing, as adopted by the Board.

		"Initial Interest" means, with respect to any Stockholder, all of 
the Common Shares beneficially owned by such Stockholder and its Permitted 
Transferees immediately following the Closing.

		"Management Director" means any Director who is also an executive 
officer of the Company.

		"Market Capitalization" means, as of any Determination Date, the 
product of (i) the number of Common Shares outstanding and (ii) the Current 
Market Value.

		"Market Sale" means a "brokers' transaction" within the meaning of 
Section 4(4) of the Securities Act.

		"Maximum Debt Ratio" means 6.0 to 1.0, provided that such ratio 
shall be decreased by 0.25 to 1.0 if the Company shall have issued Common 
Stock in a public offering after the Closing for an aggregate net offering 
price of $40 million and by an additional 0.25 to 1.0 for each additional $40 
million that the Company shall issue in a public offering after the Closing, 
provided, further, that in no event shall such ratio be less than 4.75 to 1.0.

		"Merger" means any merger or consolidation in which the Company is 
a constituent corporation or any sale of all or substantially all of the 
assets of the Company and its Subsidiaries taken as a whole, provided that a 
merger which satisfies all of the following criteria shall not be deemed a 
Merger for purposes of this definition:  (i) the Company is the surviving 
corporation, (ii) all shares of Common Stock outstanding immediately prior to 
the consummation thereof remain outstanding immediately after the consummation 
thereof and the only change in the Capital Stock of the Company resulting from 
such merger is the issuance of shares of Capital Stock pursuant thereto, and 
(iii) no consent of the Stockholders would be required in connection therewith 
either under the DGCL or under Article III.

		"Minimum Percentage" means, with respect to SPE or USI, an 
Applicable Percentage of 17.86%, provided that if such Stockholder and its 
Permitted Transferees beneficially own at least 80% of such Stockholder's 
Initial Interest, such percentage shall equal 15%.

		"Non-Voting Common Stock" means non-voting common stock, par value 
$0.01 per share, of the Company and any securities issued in respect thereof, 
or in substitution therefor, in connection with any stock split, dividend or 
combination, or any reclassification, recapitalization, merger, consolidation, 
exchange or other similar reorganization.

		"pecuniary interest" has the meaning given such term in Rule 16a-
1(a)(2) under the Exchange Act.

		"Permitted Transferee" means (i) with respect to SPE, any direct 
or indirect wholly-owned Subsidiary of Sony Corporation which is incorporated 
in the United States, (ii) with respect to USI, any direct or indirect wholly-
owned Subsidiary of The Seagram Company Ltd. or USI which is incorporated in 
the United States, and (iii) with respect to each member of the Claridge 
Group, (a) any member of the Claridge Group, (b) any one or more of the lineal 
descendants of Charles R. Bronfman, Senator E. Leo Kolber or Arnold M. 
Ludwick, (c) the spouses of any one or more of the foregoing Persons referred 
to in this clause (iii), (d) any trust of which any one or more of the 
foregoing Persons referred to in this clause (iii) is the principal 
beneficiary, (e) Phyllis Lambert, (f) the legal representatives of any one or 
more of the Persons referred to in clauses (a), (b) or (c) of this clause 
(iii), (g) any corporation, partnership or other entity directly or indirectly 
of which more than 90% of the total voting power of the Capital Stock entitled 
to vote in the election of directors, managers or administrators thereof is 
beneficially owned by Persons referred to in this clause (iii), and (h) any 
private charitable foundation of which one or more of the foregoing Persons 
referred to in this clause (iii) constitutes a majority of the members.  In 
addition, each of SPE, USI and each member of the Claridge Group shall each be 
a Permitted Transferee of its respective Permitted Transferees.

		"Person" means any individual, corporation, limited liability 
company, limited or general partnership, joint venture, association, 
joint-stock company, trust, unincorporated organization, government or any 
agency or political subdivisions thereof or any Group comprised of two or more 
of the foregoing.

		"Public Stockholder" means any stockholder of the Company other 
than (i) the Stockholders and their respective Permitted Transferees and (ii) 
stockholders of the Company who are required to file a Schedule 13D pursuant 
to the Exchange Act with respect to their ownership of Voting Shares, 
excluding any such stockholders that (a) are investment advisers registered 
under Section 203 of the Investment Advisers Act of 1940, as amended, (b) are 
not participating and have not publicly disclosed (in a Schedule 13D filing or 
otherwise) an intention to participate in an election contest affecting the 
Company and (c) have not publicly disclosed (in a Schedule 13D filing or 
otherwise) any intention or purpose of influencing control of the Company in 
any material respect (including seeking representation on the Board).

		"Registrable Securities" means any Common Stock beneficially owned 
by any Holder (including any Common Stock issuable upon conversion of Non-
Voting Common Stock), whether beneficially owned as of the Closing or 
thereafter acquired.  As to any particular Registrable Securities, such 
securities shall cease to be Registrable Securities when (i) a registration 
statement with respect to the sale of such securities shall have been declared 
effective under the Securities Act and such securities shall have been 
disposed of in accordance with such registration statement, (ii) such 
securities shall have been sold (other than in a privately-negotiated sale) 
pursuant to Rule 144 (or any successor provision) under the Securities Act or 
(iii) such securities shall have ceased to be outstanding. 

		"Requisite Percentage of Participating Holders" means, with 
respect to any registration pursuant to Article V, Holders of a majority of 
the total Registrable Securities which the Company has been requested to 
register by all Holders.

		"Securities Act" means the Securities Act of 1933, as amended.

		"SPE Director" means any Director designated pursuant to Section 
2.1 by SPE.

		"Stockholder" means each of SPE, USI and each member of the 
Claridge Group.

		"Subsidiary" means, with respect to any Person, any corporation, 
partnership, joint venture, limited liability company or other entity 
controlled by such Person directly or indirectly through one or more 
intermediaries.

		"Targeted EBITDA" means (i) for the 12-month period commencing on 
the Closing Date, if the Closing Date shall be on the first day of a month, or 
otherwise for the 12-month period commencing on the first day of the month 
following the month during which the Closing shall occur, and (ii) for each 
12-month period thereafter (each full 12-month period, including the initial 
period described in clause (i), a "Measurement Period"), Targeted EBITDA of 
the Company as set forth in the Five-Year Plan, subject to the following 
adjustments: (x) Targeted EBITDA shall be reduced (but not increased) as at 
the end of any Measurement Period if subsidiaries or assets specifically 
identified in the Five-Year Plan to be disposed of or closed during such 
period shall not have been disposed of or closed, such reduction to be in an 
amount equal to the extent to which the aggregate actual EBITDA of such assets 
or subsidiaries during such Measurement Period is negative (net of any 
positive actual EBITDA of any such assets or subsidiaries), and if such assets 
or subsidiaries are not disposed of or closed within 12 months following the 
date projected in the Five-Year Plan for such disposition or closure, Targeted 
EBITDA in respect of such 12-month period shall be reduced (but not increased) 
in an amount equal to the extent to which the aggregate actual EBITDA of such 
assets or subsidiaries during such 12-month period is negative (net of any 
positive actual EBITDA of any such assets or subsidiaries), (y) Targeted 
EBITDA shall be reduced (but not increased) as at the end of any Measurement 
Period if expansions and acquisitions specifically identified in the Five-Year 
Plan to be made during such period shall not have occurred during such period, 
such reduction to be in an amount equal to the amount of EBITDA specifically 
identified in the Five-Year Plan as being associated with such expansions and 
acquisitions (net of any positive actual EBITDA during such Measurement Period 
from expansions and acquisitions that were not specifically identified in the 
Five-Year Plan), and (z) Targeted EBITDA shall be reduced by an amount equal 
to 25% of the projected expense savings that are specifically identified in 
the Five-Year Plan. 

		"Third Party Transferee" means any Person to whom a Stockholder 
(including a Third Party Transferee subject to this Agreement pursuant to 
Sections 4.5(b) and 4.5(c)) or a Permitted Transferee Transfers Voting Shares, 
other than a Permitted Transferee of such Stockholder.

		"Transfer" means, directly or indirectly, to sell, transfer, 
assign, pledge, encumber, hypothecate or similarly dispose of, either 
voluntarily or involuntarily, or to enter into any contract, option or other 
arrangement or understanding with respect to the sale, transfer, assignment, 
pledge, encumbrance, hypothecation or similar disposition of, any Voting 
Shares or any interest in any Voting Shares, provided, however, that, subject 
to the second to last sentence of Section 4.5(a), a merger or consolidation in 
which a Stockholder is a constituent corporation shall not be deemed to be the 
Transfer of any Voting Shares beneficially owned by such Stockholder 
(provided, that the primary purpose of any such transaction is not to avoid 
the provisions of this Agreement).

		"USI Director" means any Director designated pursuant to Section 
2.1 by USI.

		"USI Subscription Agreement" means the Agreement between USI and 
the Company attached as Exhibit I to the Master Agreement, as the same may be 
amended, supplemented or modified from time to time.

		"Voting Share Equivalents" means any warrants, options, rights or 
securities convertible into, or exchangeable or exercisable for, Voting 
Shares.

		"Voting Shares" means any securities of the Company the holders of 
which are generally entitled to vote for members of the Board and any 
securities issued in respect thereof, or in substitution therefor, in 
connection with any stock split, dividend or combination, or any 
reclassification, recapitalization, merger, consolidation, exchange or other 
similar reorganization.

		 SECTION 1.2  Other Defined Terms.  
The following terms shall have the meanings defined for such terms in the 
Sections set forth below:

	Term	Section

	Aggrieved Stockholder	8.11(c)
	Arbitration Agreement	3.3(c)
	Arbitrator	3.3(c)
	Bylaw Amendment	2.4(a)
	CO	Recitals
	Claims	5.8(a)
	Claridge Group	Preamble
	Closing	Recitals
	Company	Preamble
	Demand Exercise Notice	5.1(a)
	Demand Registration Requests	5.1(a)
	Demand Registrations	5.1(a)
	Determination Date	3.1(a)
	Initiating Holder	5.1(a)
	Issuance Notice	7.1(b)
	Issuance Shares	7.1(a)
	Litigation	8.13
	Master Agreement	Recitals		
	New Five-Year Plan	3.1(b)
	Nominating Committee	2.1(i)
	Offer Notice	4.4(b)
	Offer Price	4.4(c)
	Offered Shares	7.1(a)
	Offeree	7.1(a)
	Other Holders	5.1(b)
	Other Stockholder	4.4(b)
	Permitted Debt	3.1(a)
	Piggyback Registration	5.2(a)
	Reorganization Proposal	3.1(f)
	Significant Sale	4.2(a)
	Significant Sale Initiator	4.2(a)
	Significant Sale Notice	4.2(a)
	Significant Sale Shares	4.2(a)
	SPE	Preamble
	Tag-Along Notice	4.3(a)
	Tag-Along Offeree	4.3(a)
	Tag-Along Sale	4.3(a)
	Tag-Along Shares	4.3(a)
	Target	3.1(a)
	Transaction	Recitals
	Transferring Party	4.4(a)
	Trust	Preamble
	USI	Preamble

		SECTION 1.3  Other Definitional Provisions.  (a)  The words "hereof", 
"herein" and "hereunder" and words of similar import when used in this 
Agreement shall refer to this Agreement as a whole and not to any particular 
provision of this Agreement, and Article, Section, Schedule and Exhibit 
references are to this Agreement unless otherwise specified.

		(b)  The meanings given to terms defined herein shall be equally 
applicable to both the singular and plural forms of such terms.

		 SECTION 1.4  Methodology for Calculations.  For purposes of this Agreement, 
the Transfer or issuance of a Voting Share Equivalent shall be treated as the 
Transfer or issuance of the Voting Shares into which such Voting Share 
Equivalent can be converted, exchanged or exercised.  For purposes of 
calculating the amount of outstanding Voting Shares as of any date and the 
amount of Voting Shares beneficially owned by any Person as of any date, (i) 
the amount of any Voting Shares shall be equal to the number of votes such 
Voting Shares shall then entitle the holder thereof to cast in an election for 
members of the Board, (ii) any Voting Shares held in the Company's treasury or 
owned by any Subsidiaries of the Company shall be disregarded, (iii) the 
Stockholders shall not be deemed to share beneficial ownership of any Voting 
Shares as a result of any of the provisions of this Agreement and (iv) if any 
Voting Shares shall otherwise be deemed to be beneficially owned by more than 
one Stockholder, such shares shall be deemed to be beneficially owned only by 
the Stockholder with the greatest pecuniary interest in such shares (provided 
that if such Stockholders shall have an equal pecuniary interest in any such 
shares, each Stockholder shall be deemed to beneficially own an equal portion 
of such shares (which portions shall not exceed 100% in the aggregate)).


 			ARTICLE II

	CORPORATE GOVERNANCE

		 SECTION 2.1  Composition of the Board. 
 (a)  Effective as of the Closing, the Board 
shall be comprised of 16 members, consisting of six designees of SPE, three 
designees of USI, one designee of the Claridge Group, two Management Directors 
and four Independent Directors.  The designees of SPE, USI and the Claridge 
Group shall have been designated by SPE, USI and the Claridge Group prior to 
the Closing in accordance with the provisions of Section 6.18 of the Master 
Agreement, the Independent Directors shall have been designated by SPE, USI 
and a majority of the members of the Special Committee (as defined in the 
Master Agreement) prior to the Closing in accordance with the provisions of 
Section 6.18 of the Master Agreement and the Management Directors shall be the 
individuals satisfying the criteria set forth in Section 2.1(j).

		(b)  After the Closing, SPE, USI and the Claridge Group shall be 
entitled to designate for nomination for election to the Board the number of 
Directors set forth in the Directors Chart which corresponds to such 
Stockholder's Applicable Percentage; provided, however, that:

			(i)  (x) until the five-year anniversary of the Closing, the 
Claridge Group shall be entitled to designate one Director if its 
Applicable Percentage exceeds 3.5%, and, thereafter, if its Applicable 
Percentage exceeds 5%, and (y) the Claridge Group's entitlement to 
designate two or more Directors shall be determined in accordance with 
this Section 2.1 on the same basis as the entitlement of the other 
Stockholders;

			(ii)  if the Directors Chart provides that the Stockholders 
would in the aggregate be entitled to designate more than 14 Directors, 
each reference to a percentage in such chart under the "Applicable 
Percentage" column, shall be increased by the least number of percentage 
points that would result in the Stockholders in the aggregate being 
entitled to designate 14 Directors (after giving effect to the 
provisions of clause (i)(x) above); and

			(iii) prior to the four-year anniversary of the Closing, no 
Stockholder shall be entitled to designate more than eight Directors, 
provided, however, that if any Stockholder would be entitled to 
designate more than eight Directors pursuant to the Directors Chart 
based on such Stockholder's Adjusted Applicable Percentage (rather than 
such Stockholder's Applicable Percentage), (x) such Stockholder shall be 
entitled to designate the number of Directors set forth in the Directors 
Chart based on such Stockholder's Applicable Percentage and (y) the 
limitation contained in this clause (iii) regarding a Stockholder's 
entitlement to designate Directors shall thereupon terminate.

		(c)  Notwithstanding anything to the contrary contained in Section 
2.1(b), each of SPE and USI covenants and agrees with the other and each 
member of the Claridge Group covenants and agrees with each of SPE and USI 
that: 

			(i)  no Stockholder shall be entitled to designate more than 
six Directors, provided, however, that if any Stockholder would be 
entitled to designate more than eight Directors pursuant to the 
Directors Chart based on such Stockholder's Adjusted Applicable 
Percentage (rather than such Stockholder's Applicable Percentage), such 
Stockholder shall be entitled to designate such greater number of 
Directors and the limitation contained in this clause (i) regarding a 
Stockholder's entitlement to designate Directors shall thereupon 
terminate, provided, further, that, if at any time commencing on the 
three-year anniversary of the Closing, any Stockholder's Applicable 
Percentage exceeds 45%, the limitation contained in this clause (i) 
regarding a Stockholder's entitlement to designate Directors shall be 
increased from six Directors to seven Directors;

			(ii)  at any time that SPE's Applicable Percentage equals or 
exceeds 40.625% but the number of SPE Directors is limited to six by 
clause (i) of this Section 2.1(c), USI agrees with SPE that one of the 
individuals designated by USI to serve as a Director shall be an 
Independent Director so long as USI's Applicable Percentage equals or 
exceeds 21.875% (provided that in determining whether such individual is 
an Independent Director, the opinion of such Stockholder shall be 
substituted for the opinion of the Nominating Committee for purposes of 
clauses (i) and (iii) of Section 2.1(i)); and

			(iii)  at any time that USI's Applicable Percentage equals 
or exceeds 40.625% but the number of USI Directors is limited to six by 
clause (i) of this Section 2.1(c), SPE agrees with USI that one of the 
individuals designated by SPE to serve as a Director shall be an 
Independent Director so long as SPE's Applicable Percentage exceeds 
21.875% (provided that in determining whether such individual is an 
Independent Director, the opinion of such Stockholder shall be 
substituted for the opinion of the Nominating Committee for purposes of 
clauses (i) and (iii) of Section 2.1(i)).

		(d)  After the Closing, except for the designees of the 
Stockholders and for the Management Directors (who shall be selected in 
accordance with Section 2.1(i) and (j)), the individuals to be nominated for 
election as Directors shall all be Independent Directors and shall be selected 
in accordance with Section 2.1(i), unless the Independent Directors (based on 
a Determination of the Independent Directors) shall otherwise agree, provided 
that there shall be at least two Independent Directors and at least two 
Management Directors nominated in each such election.

		(e)  Each Stockholder agrees to vote (and cause each of its 
Affiliates to vote, if applicable), or act by written consent with respect to, 
any Voting Shares beneficially owned by it to cause the designees of SPE, USI 
and the Claridge Group and each of the Independent Directors and Management 
Directors designated by the Nominating Committee to be elected to the Board, 
and the Company agrees to use its best efforts to cause the election of each 
such designee to the Board, including nominating such individuals to be 
elected as members of the Board as provided herein.  At least 45 days prior to 
its distribution of its proxy statement or information statement with respect 
to each meeting of stockholders at which Directors are to be elected, the 
Company shall notify each Stockholder that is then entitled to designate 
Directors pursuant to Section 2.1(b) of (i) the aggregate number of Directors 
to be elected at the meeting, (ii) such Stockholder's Applicable Percentage as 
of the record date for such meeting and (iii) the number of Directors such 
Stockholder is entitled to designate (calculated based on such Stockholder's 
Applicable Percentage as of the record date).  Each Stockholder shall notify 
the Company of the Directors designated by it pursuant to this Section on or 
prior to the close of business on the later of (x) the 15th day following its 
receipt of the Company's notice and (y) the 20th day prior to the Company's 
distribution of such proxy statement or information statement.

		(f)  In the event that a vacancy is created at any time by the 
death, disability, retirement, resignation or removal (with or without cause) 
of any SPE Director, USI Director or Claridge Director, SPE, USI or the 
Claridge Group, as the case may be, shall have the right to designate a 
replacement Director to fill such vacancy and the Company agrees to use its 
best efforts to cause such vacancy to be filled with the replacement Director 
so designated.  Upon the written request of SPE, USI or the Claridge Group, 
each Stockholder shall vote (and cause each of its Affiliates to vote, if 
applicable), or act by written consent with respect to, all Voting Shares 
beneficially owned by it and otherwise take or cause to be taken all actions 
necessary to remove any Director designated by such requesting party and to 
elect any replacement Director designated as provided in the first sentence of 
this Section 2.1(f).  Unless all the Stockholders otherwise agree, no 
Stockholder or any of its Affiliates shall take any action to cause the 
removal of any SPE Director, USI Director, Claridge Director, Management 
Director or Independent Director without cause, except (i) in the case of an 
SPE Director, USI Director or Claridge Director, upon the written request of 
the Stockholder which designated such Director, (ii) in the case of a 
Management Director, if such individual shall cease to serve as one of the two 
most senior executive officers of the Company, and (iii) as provided in 
Section 2.1(g).  For purposes of the preceding sentence, "cause" shall mean 
the wilful and continuous failure of a Director to substantially perform such 
Director's duties to the Company or the wilful engaging by a Director in gross 
misconduct materially and demonstrably injurious to the Company.

		(g)  If, at any time, any of the Stockholders or any of their 
respective Permitted Transferees shall Transfer Voting Shares and, upon 
consummation of such Transfer, the Applicable Percentage of such Stockholder 
is reduced such that the number of Directors such Stockholder is entitled to 
designate pursuant to Section 2.1(b) and 2.1(c) is reduced by one or more 
Directors, then:

			(i)  the number of SPE Directors, USI Directors and Claridge 
Directors shall be recalculated by the Company in accordance with 
Section 2.1(b) and 2.1(c) as of the consummation of such Transfer (and 
after giving effect thereto); 

			(ii)  to the extent that, after giving effect to the 
recalculation described in clause (i), any of SPE, USI or the Claridge 
Group is entitled to designate fewer Directors than the number of 
Directors then serving as designees of such Stockholder(s), any such 
Stockholder shall use its best efforts to cause Director(s) designated 
by such Stockholder to resign from the Board as promptly as practicable 
so that the number of Directors designated by such Stockholder does not 
exceed the number of designees such Stockholder shall then be entitled 
to designate based on such recalculation;

			(iii)  if a sufficient number of SPE Directors, USI 
Directors or Claridge Directors, as the case may be, shall not have 
resigned within 30 days of the event requiring such recalculation, each 
Stockholder shall vote (and cause each of its Affiliates to vote, if 
applicable), or act by written consent with respect to, all Voting 
Shares beneficially owned by it and otherwise take or cause to be taken 
all actions necessary to remove such excess number of Directors 
designated by the Stockholder(s) whose designees have not resigned in 
accordance with clause (ii);

			 (iv)  upon the effectiveness of the resignation(s) or 
removal(s) described in clauses (ii) and (iii), the Company shall cause 
the Board (and each Stockholder shall use its best efforts to cause its 
respective designees to the Board) to fill all vacancies created by such 
resignation(s) or removal(s) (x) by appointing to the Board designees of 
any Stockholder (including any Third Party Transferee described in 
clause (ii) of Section 4.5(b)) who is entitled, as a result of the 
recalculation described in clause (i), to designate more Directors than 
the number of Directors then serving as designees of such Stockholder 
and (y) to the extent vacancies remain after giving effect to clause 
(x), by filling such remaining vacancies with Independent Directors 
designated by the Nominating Committee pursuant to Section 2.1(i); and

			 (v)  if the vacancies to the Board have not be filled in 
accordance with clause (iv), each Stockholder shall vote (and cause each 
of its Affiliates to vote, if applicable), or act by written consent 
with respect to, all Voting Shares beneficially owned by it and 
otherwise take or cause to be taken all actions necessary to fill all 
vacancies as provided in clause (iv).

		(h)  The Company agrees not to take any action that would cause 
the number of Directors constituting the entire Board to be other than 16 and 
each Stockholder agrees to use its best efforts to cause the number of 
Directors constituting the entire Board to be 16.

		(i)  In connection with each election of Directors, the Company 
will use its best efforts to cause there to be nominated for election as 
Directors, in accordance with the Company's procedures for the nomination of 
Directors and to the extent permissible in accordance with applicable legal 
requirements, (1) the two Management Directors who satisfy the criteria set 
forth in Section 2.1(j), and (2) the number of Independent Directors required 
to be nominated in accordance with Section 2.1(d). With respect to each 
election held after the Closing, the Management Directors referred to in 
clause (1) above and the Independent Directors referred to in clause (2) above 
shall be designated by a nominating committee of the Board (the "Nominating 
Committee") established to determine whether prospective nominees meet the 
criteria set forth in Section 2.1(j) with respect to such Management Directors 
and the criteria set forth in the following paragraph with respect to such 
Independent Directors.  The Company agrees to cause the Nominating Committee 
to be comprised of four Directors, consisting of (x) two Independent Directors 
designated by a majority of the Independent Directors and (y) one SPE Director 
and one USI Director, provided if at any time there shall cease to be at least 
one USI Director or one SPE Director, then the Nominating Committee shall 
include two SPE Directors or two USI Directors, as the case may be, to the 
extent SPE or USI, as applicable, then has two designees serving as Directors.

		An Independent Director is a Director who, and each future 
qualified nominee for election as an Independent Director shall be an 
individual who:

			(i)  is free from any relationship that, in the opinion of 
the Nominating Committee, would interfere with the exercise of 
independent judgment as a member of the Board;

			(ii)  is not an Affiliate of the Company, SPE, USI or the 
Claridge Group or a current or former officer of the Company or any of 
its Subsidiaries or a current or former officer or director of SPE or 
USI or any of their respective Subsidiaries;

			(iii)  does not, in addition to such individual's role as a 
Director, also act on a regular basis as an individual or representative 
of an organization serving as a professional advisor, legal counsel or 
consultant to management of the Company or SPE, USI or the Claridge 
Group or any of their respective Subsidiaries; and

			(iv)  does not represent, and is not a member of the 
immediate family of, a Person who does not satisfy the requirements of 
clauses (i), (ii) or (iii) above.

		In the event that the Stockholders collectively have the right to 
designate at least 13 of the members of the Board pursuant to Section 2.1, SPE 
and USI agree that at least one of the individuals designated by each such 
Stockholder to serve as a Director shall be an Independent Director, provided 
that if one of such Stockholders shall be entitled to designate only one 
Director, such Stockholder shall not be required to designate an Independent 
Director and the other such Stockholder shall be required to designate two 
Independent Directors (provided, further, that such designees shall qualify to 
serve on the Audit Committee of the Board in accordance with the policies of 
the New York Stock Exchange governing membership on audit committees).

		(j)  The two Management Directors referenced in clause (1) of 
Section 2.1(i) shall be the two most senior executive officers of the Company, 
provided that so long as Allen Karp shall be an executive officer of the 
Company or any Affiliate thereof he shall be a Management Director even if he 
is not one of the two most senior executive officers and, in such 
circumstances, the Management Directors shall be the most senior executive 
officer of the Company and Mr. Karp.  If any Management Director shall cease 
to satisfy the foregoing criteria, the Company shall cause such individual to 
immediately resign as a Management Director, and upon such resignation, the 
Company shall cause the Board (and each Stockholder shall use its best efforts 
to cause its respective designees to the Board) to fill the vacancy created 
thereby in accordance with Section 2.1.

		(k)  If, on the three-year anniversary of the Closing, any 
Stockholder shall then be entitled to designate seven Directors rather than 
six Directors in accordance with the second proviso contained in clause (i) of 
Section 2.1(c), at the request of such Stockholder, the Company shall take 
such action as may be necessary to cause one of the Independent Directors to 
resign from the Board so as to enable such Stockholder to designate a seventh 
Director, and if an Independent Director has not so resigned within 30 days of 
such Stockholder's request to the Company, at the request of such Stockholder, 
each other Stockholder shall vote (and cause each of its Affiliates to vote, 
if applicable), or act by written consent with respect to, all Voting Shares 
beneficially owned by it and otherwise take or cause to be taken all actions 
necessary to remove the Independent Director designated by the requesting 
Stockholder.

		(l)  If the number of SPE Directors or USI Directors shall have 
been limited to six by clause (i) of Section 2.1(c) and as a result thereof 
one of the USI Directors or the SPE Directors shall be an Independent Director 
in accordance with clauses (ii) or (iii), as the case may be, of Section 
2.1(c), and if the number of SPE Directors or USI Directors shall cease to be 
limited to six on the three-year anniversary of Closing in accordance with the 
second proviso contained in clause (i) of Section 2.1(c), at the request of 
USI or SPE, as the case may be, the Company shall take such action as may be 
necessary to cause the Independent Director designated by USI or SPE, as the 
case may be, to resign and, if such Independent Director has not resigned 
within 30 days of such Stockholder's request to the Company, at the request of 
such Stockholder, each other Stockholder shall vote (and cause each of its 
Affiliates to vote, if applicable), or act by written consent with respect to, 
all Voting Shares beneficially owned by it and otherwise take or cause to be 
taken all actions necessary to remove the Independent Director designated by 
USI or SPE, as the case may be.

		 SECTION 2.2  Board Procedures.  The Company shall cause
 the following procedures to be followed:

		(a)  Meetings.  The Board shall hold at least six regularly 
scheduled meetings per year at such times as may from time to time be fixed by 
resolution of the Board and no notice (other than the resolution) need be 
given as to a regularly scheduled meeting.  Special meetings of the Board may 
be held at any time upon the call of the Chairman of the Board or at least two 
Directors, following notice to each Director which shall be given orally or by 
personal delivery, facsimile or reliable overnight courier at least three 
Business Days before the meeting.  Reasonable efforts shall be made to ensure 
that each Director actually receives timely notice of any such special 
meeting.  An annual meeting of the Board shall be held without notice 
immediately following the annual meeting of the stockholders of the Company.

		(b)  Agenda.  A reasonably detailed agenda shall be supplied to 
each Director reasonably in advance of each meeting of the Board, together 
with other appropriate documentation with respect to agenda items calling for 
Board action, to inform adequately the Directors regarding matters to come 
before the Board.  Any Director wishing to place a matter on the agenda for 
any meeting of the Board may do so by communicating with the Chairman of the 
Board sufficiently in advance of the meeting of the Board so as to permit 
timely dissemination to all Directors of information with respect to the 
agenda items.

		(c)  Powers of the Board.  The Board shall reserve to itself the 
power to approve transactions that are of a type customarily subject to board 
approval as a matter of good corporate practice for public companies in the 
United States.  The Board shall not delegate to any committee of the Board or 
to any officers of the Company the authority to conduct business in any manner 
that would circumvent, or deprive SPE, USI or the Claridge Group or any of 
their respective Permitted Transferees of, any of their respective rights set 
forth in this Agreement.  In no event will the Board establish an executive 
committee, or any committee performing functions comparable to those 
customarily performed by executive committees of boards of directors of public 
companies in the United States, without the prior written consent of SPE and 
USI.  All committees of the Board will report to and be accountable to the 
Board.  The Board shall establish, in cooperation with the Chief Executive 
Officer of the Company, a schedule for Board review or action, as appropriate, 
with respect to matters which shall typically come before the Board, 
including, but not limited to (i) annual and multi-year business plans 
(including capital expenditures and operating budgets), (ii) major 
collaborative arrangements with third parties not in the ordinary and normal 
course of business as theretofore conducted and (iii) appointments of 
officers.

		 SECTION 2.3  Committees.  Except for the Nominating
Committee and except for an audit committee and compensation committee
performing functions comparable to those 
customarily performed by audit committees and compensation committees of 
boards of directors of public companies in the United States, the Company 
shall cause the Board not to establish any committees without the prior 
written consent of SPE and USI.  Except for the Nominating Committee, the 
members of which shall be determined in accordance with Section 2.1(i) above, 
the Company shall cause each committee of the Board to, subject to any 
requirements under the Exchange Act or applicable to securities, or the 
issuance of securities, traded on the principal United States exchange or 
market on which the Common Stock shall be listed or trade, include (x) at the 
request of SPE, a number of SPE Directors (rounded to the nearest whole 
number, but in no event less than one such SPE Director) equivalent to the 
proportion of SPE Directors then serving on the whole Board multiplied by the 
total number of members comprising such committee and (y) at the request of 
USI, a number of USI Directors (rounded to the nearest whole number, but in no 
event less than one such USI Director) equivalent to the proportion of USI 
Directors then serving on the whole Board multiplied by the total number of 
members comprising such committee.  Subject to the rights of SPE and USI 
pursuant to clause (xi) of Section 3.1, the Company shall cause matters 
relating to the hiring, termination or compensation of executive officers of 
the Company (including any entering into, amendment, termination or renewal 
(including option renewals) of any agreement with an executive officer of the 
Company) to be approved by the compensation committee of the Board.  The 
Company shall not permit any Management Director to serve on the audit or 
compensation committee of the Board.  Subject to the foregoing, the Board 
shall have the power at any time to fill vacancies in, to change the 
membership of or to discharge any committee. 

		 SECTION 2.4  Voting on Certain Matters. 
 (a)  In connection with any vote 
or action by written consent of the Board relating to a Merger, Dissolution or 
Certificate Amendment or the amendment or repeal of any provision of, or the 
addition of any provision to, the Bylaws (a "Bylaw Amendment"), each 
Stockholder agrees to use its best efforts to cause the Director(s) designated 
by such Stockholder, to vote against (and not consent to) such Merger, 
Dissolution, Certificate Amendment or Bylaw Amendment at the request of SPE or 
USI, provided, that at the time SPE or USI delivers such request its 
Applicable Percentage exceeds the Minimum Percentage.

		(b)  In connection with any vote or action by written consent of 
the stockholders of the Company relating to a Merger, Dissolution, Certificate 
Amendment or Bylaw Amendment, each Stockholder agrees (and agrees to cause 
each of its Affiliates, if applicable), with respect to any Voting Shares 
beneficially owned by it, to vote against (and not consent to) such Merger, 
Dissolution, Certificate Amendment or Bylaw Amendment at the request of SPE or 
USI (which, in the case of a vote at a meeting of stockholders, shall be 
delivered to such Stockholder no later than fifteen Business Days prior to the 
applicable meeting), provided, that at the time SPE or USI delivers such 
request its Applicable Percentage exceeds the Minimum Percentage.

		 SECTION 2.5  Irrevocable Proxy.
 (a)  At least ten Business Days prior to any meeting of 
stockholders (or three Business Days following receipt of proxy solicitation 
materials from the Company, if later), each Stockholder agrees to deliver a 
duly executed irrevocable proxy to the Company (and a copy of such proxy to 
each other Stockholder by such day) specifying how such Stockholder intends to 
vote as to each matter scheduled to be brought before the meeting.  Such proxy 
shall appoint the Chief Executive Officer of the Company and Secretary of the 
Company as such Stockholder's true and lawful proxies and attorneys-in-fact as 
to the matters to be voted at the meeting, shall state that it is irrevocable 
and shall be voted in accordance with the provisions of this Agreement.  Such 
proxy shall also state that it is not effective until the date of the 
applicable meeting of stockholders and that its effectiveness is contingent 
upon the Company not having received, prior to the third Business Day before 
the meeting, a notification from any other Stockholder asserting such other 
Stockholder's good faith belief that such proxy does not comply with the 
provisions of this Agreement.

		(b)  In connection with any proposed action by written consent of 
the stockholders, each Stockholder agrees that it shall execute and deliver 
its written consent to the Company (with simultaneous delivery of a copy 
thereof to each other Stockholder).  Such consent shall state that it is not 
effective until a specified date (which date shall be at least ten Business 
Days following delivery to the Company), and that its effectiveness is 
contingent upon the Company not having received prior to the third Business 
Day before such specified date a notification from any other Stockholder 
asserting such other Stockholder's good faith belief that such consent does 
not comply with the provisions of this Agreement.  Any written consent 
delivered by any Stockholder shall be made in accordance with the terms of 
this Agreement.

		(c)  If any Stockholder shall fail to deliver a proxy to the 
Company and the other Stockholders by the date described in Section 2.5(a) or 
a consent to the Company and the other Stockholders by the date described in 
Section 2.5(b) or if such proxy (or consent) shall not comply with the 
provisions of this Agreement, or shall be voted in a manner that is contrary 
to this Agreement, the irrevocable proxies set forth in Section 2.5(d) below 
shall thereupon be irrevocably activated with respect to the matters to be 
brought before the meeting or which are subject to the consent, as the case 
may be.

		(d)  In order to secure each Stockholder's obligation to vote (or 
to act or not act by written consent with respect to) all Voting Shares 
beneficially owned by it in accordance with the provisions of this Article II 
and Sections 3.2 and 8.11, each Stockholder hereby appoints each other 
Stockholder as its true and lawful proxy and attorney-in-fact, with full power 
of substitution, to vote (or to act or not act by written consent with respect 
to) all of the Voting Shares beneficially owned by it in accordance with the 
terms of this Agreement and to take all such other actions as are necessary to 
enforce the rights of such other Stockholders under this Article II and 
Sections 3.2 and 8.11 in the event the Stockholder fails to comply with any 
provision of this Agreement granting such other Stockholder rights under this 
Article II and Sections 3.2 and 8.11.  The proxies and powers granted by each 
Stockholder pursuant to this Section 2.5 are irrevocable and are coupled with 
an interest and are given to secure the performance of the Stockholders' 
obligations under this Article II and Sections 3.2 and 8.11.  Such proxies and 
powers shall survive the bankruptcy, insolvency, dissolution or liquidation of 
a Stockholder.  Notwithstanding the foregoing, upon termination of the rights 
and obligations of a Stockholder pursuant to Section 8.2 any proxy granted by 
such Stockholder or granted to such Stockholder pursuant to this Section 2.5 
shall terminate.

		 SECTION 2.6  Certain Restrictions .  
Without the prior written consent of SPE and 
USI, each Stockholder agrees not to, and to cause each of its Affiliates not 
to, directly or indirectly, alone or in concert with others:

		(a)  seek election to, seek to place a representative on, or seek 
the removal (other than for cause) of any member of, the Board, except 
pursuant to Section 2.1;

		(b)  deposit any Common Shares in a voting trust or subject any 
Common Shares to any arrangement or agreement with respect to the voting of 
such Common Shares (other than this Agreement or a voting trust, arrangement 
or agreement solely among members of the Claridge Group);

		(c)  engage in any "solicitation" (within the meaning of Rule 14a-
1 under the Exchange Act) of proxies or consents (whether or not relating to 
the election or removal of directors) with respect to the Company, or become a 
"participant" in any "election contest" (within the meaning of Rule 14a-11 
under the Exchange Act) or, except as contemplated by this Agreement, execute 
any written consent in lieu of a meeting of the holders of any class of Common 
Shares, provided that the foregoing shall not prohibit any such action (i) in 
response to a solicitation conducted by any Person that is neither a 
Stockholder nor an Affiliate thereof or (ii) to facilitate a tender offer or 
exchange offer by such Stockholder in response to a bona fide tender or 
exchange offer to acquire more than 20% of the Voting Shares made by any 
Person other than such Stockholder or any Affiliate thereof, in each case so 
long as such Stockholder otherwise remains in compliance with its obligations 
under this Agreement in all material respects; or

		(d)  form, join or in any way participate in or assist in the 
formation of a Group with respect to any Common Shares, other than any such 
Group consisting exclusively of Stockholders, any of their Affiliates or 
Permitted Transferees.

		 SECTION 2.7  Cooperation.
 Each Stockholder shall vote (or act or not act by written 
consent with respect to) all of its Voting Shares and shall take all other 
necessary or desirable actions within its control (including attending all 
meetings in person or by proxy for purposes of obtaining a quorum, executing 
all written consents in lieu of meetings and voting to remove members of the 
Board, as applicable), and the Company shall take all necessary and desirable 
actions within its control (including calling special Board and stockholder 
meetings, as applicable), to effectuate the provisions of this Article II.


		ARTICLE III 

	CONSENT RIGHTS

		 SECTION 3.1  Consent for Certain Actions.
  (a)  The Company shall not, 
and shall cause its Subsidiaries not to, directly or indirectly, take any of 
the following actions without the prior written consent of (i) SPE, if its 
Applicable Percentage equals or exceeds the Minimum Percentage, and (ii) USI, 
if its Applicable Percentage equals or exceeds the Minimum Percentage:

			(i)  in the case of the Company or any Subsidiary of the 
Company that is a "significant subsidiary" as defined in Rule 405 
under the Securities Act, voluntarily commence any proceeding or 
file any petition seeking relief under Title 11 of the United 
States Code as now constituted or hereafter amended, or any other 
federal, state or foreign bankruptcy, insolvency or similar law; 

			(ii)  merge or consolidate with, purchase or otherwise 
acquire any other Person (the "Target") or all or substantially 
all of the business or any assets of another Person in one or a 
series of related transactions if (x) the book value of the assets 
of the Target (in the case of an acquisition of a Target) or of 
the business and/or assets to be acquired as reflected on the 
books of the seller of such business or assets, as the case may 
be, as of the end of such Person's most recently ended fiscal 
quarter preceding the earlier of the date the Company or a 
Subsidiary thereof enters into definitive agreements in respect of 
such transaction or publicly announces such transaction (the 
"Determination Date") (based on a Determination of the Independent 
Directors) would exceed 20% of the book value of the Company's 
total assets as of the end of the Company's most recently ended 
fiscal quarter preceding the Determination Date or (y) the Fair 
Market Value (based on a Determination of the Independent 
Directors) of the consideration paid or payable for the Target, 
the business and/or assets to be acquired as of the Determination 
Date (including, with respect to any asset acquisition, the value 
of any Debt assumed or to be assumed in such transaction) would 
exceed 20% of the Company's Market Capitalization as of the 
Determination Date or (z) EBITDA of the Target and/or of the 
business and/or the Cash Flow of the assets to be acquired as 
reflected on the books of the Target and/or such seller, as the 
case may be, for its last four fiscal quarters preceding the 
Determination Date exceeds 20% of the Company's EBITDA for the 
Company's last four fiscal quarters preceding the Determination 
Date;

			(iii)  sell, lease, transfer or otherwise dispose of 
(including by merger, dividend or other distribution or other 
transaction involving one or more stockholders of the Company, 
formation of a joint venture or otherwise) any other Person, 
business or assets in one or a series of related transactions if 
(x) the book value of such Person, business and/or assets exceeds 
15% of the book value of the Company's total assets as of the end 
of the Company's most recent fiscal quarter preceding the 
Determination Date or (y) the Fair Market Value (based on a 
Determination of the Independent Directors) of the consideration 
received or receivable for such Person, the business and/or assets 
(including, with respect to any asset acquisition, the value of 
any Debt assumed or to be assumed in such transaction) exceeds 15% 
of the Company's Market Capitalization as of the Determination 
Date or (z) the EBITDA of such Person and/or business and/or the 
Cash Flow of such assets for the Company's last four fiscal 
quarters preceding the Determination Date exceeds 15% of the 
Company's EBITDA for such four fiscal quarters;

			(iv)  enter into, commence or engage in any business other 
than the exhibition of films (including as a result of an 
acquisition or pursuant to a joint venture) except as otherwise 
provided for in the Five-Year Plan and except for matters 
customarily related to the exhibition of films in respect of which 
the Company and its Subsidiaries do not expend more than an 
aggregate of $5 million of cash during any calendar year;

			(v)  enter into any contract with or otherwise engage in or 
become obligated to engage in any transaction or series of related 
transactions with SPE or USI or any of their respective Affiliates 
involving more than $1 million per calendar year; provided, 
however, that (A) all such contracts and transactions (whether or 
not exceeding the $1 million limitation) shall be on an arms' 
length basis and (B) the $1 million limitation shall not apply to 
transactions that occur in the ordinary course of the Company's 
business, including film booking arrangements;

			(vi)  increase or decrease the number of Directors that 
comprise the entire Board or that constitute a quorum for purposes 
of convening a meeting of the Board;

			(vii)  issue or sell (including by merger or otherwise) any 
Voting Shares or Voting Share Equivalents (other than pursuant to 
the Equity Offering or upon conversion of the Non-Voting Common 
Stock) that would, upon closing of such issuance or sale (A) 
together with the aggregate amount of all such issuances or sales 
during the 12-month period preceding the proposed date of issuance 
or sale, increase the number of Voting Shares by more than 10% of 
the average number of Voting Shares outstanding as of the last day 
of each of the 12 full calendar months preceding the proposed date 
of issuance or sale or (B) together with the aggregate amount of 
all such issuances or sales during the 24-month period preceding 
the proposed date of issuance or sale, increase the number of 
Voting Shares by more than 15% of the average number of Voting 
Shares outstanding as of the last day of each of the 24 full 
calendar months preceding the proposed date of issuance or sale; 
provided, (1) in determining whether SPE or USI shall have an 
Article III Consent Right in respect of issuances or sales 
described in clauses (A) or (B), issuances or sales pursuant to 
the Equity Offering shall be disregarded in calculating the 
aggregate amount of issuances or sales during the applicable 
period (but shall not be disregarded in calculating the 
outstanding Voting Shares as of any date) and (2) the issuance or 
sale of Voting Shares upon the exercise, conversion or exchange of 
Voting Share Equivalents shall not be an issuance or sale that is 
subject to this clause (vii) but the issuance or sale of Voting 
Share Equivalents shall be subject to this clause (vii) in 
accordance with Section 1.4; 

			(viii)  pay, declare or set aside any sums for the payment 
of any cash dividends on, or make any other cash distributions on 
(including by merger or otherwise), any shares of Capital Stock, 
or any warrants, options, rights or securities convertible into, 
exchangeable or exercisable for, Capital Stock (excluding any such 
payment or distribution made to the Company or any of its 
Subsidiaries), if the amount thereof, together with the aggregate 
amount of any other items referred in this clause (viii) and 
clause (ix) below, during the prior 12 months, exceeds 5% of the 
Company's Market Capitalization at the time of such action; 
provided that the payment of any such dividend or distribution 
shall be permitted to be made within 60 days of its declaration if 
such declaration was not subject to an Article III Consent Right;

			(ix)  redeem, purchase or otherwise acquire for cash 
(including by merger or otherwise), any shares of Capital Stock or 
any warrants, options and rights or securities convertible into, 
exchangeable or exercisable for, Capital Stock, or redeem or 
purchase for cash or make any cash payments with respect to any 
stock appreciation rights or phantom stock plans (excluding any 
such redemption, purchase or payment from the Company or any of 
its Subsidiaries), if the amount thereof, together with the 
aggregate amount of any other items referred to in clause (viii) 
above and this clause (ix), during the prior 12 months, exceed 5% 
of the greater of (x) the Company's Market Capitalization at the 
time of such payment and (y) the Company's Market Capitalization 
at the time it commits to make such redemption, purchase or 
payment;

			(x)  incur, assume or otherwise become obligated with 
respect to, any Debt (x) if immediately after giving effect to the 
incurrence of such Debt and the receipt and application of the 
proceeds thereof, the ratio of the Company's consolidated Debt to 
EBITDA for the four full fiscal quarters next preceding the 
incurrence of such Debt, calculated on a pro forma basis as if 
such Debt had been incurred and the proceeds thereof had been 
received and so applied at the beginning of the four full fiscal 
quarters, would be greater than the Maximum Debt Ratio or (y) in 
excess of $100,000,000 in aggregate principal amount in one or a 
series of related transactions, provided that this clause (y) 
shall not apply to (1) Debt owed by the Company to any of its 
Subsidiaries or Debt owed by a Subsidiary of the Company to the 
Company or to another Subsidiary of the Company, (2) Debt 
outstanding immediately following the Closing and (3) Debt 
incurred to renew, extend, refinance or refund any outstanding 
Debt permitted in clauses (1) or (2) and any Debt incurred in 
connection with subsequent refinancings of such Debt 
(collectively, "Permitted Debt"), provided, further, that any Debt 
described in clause (3) shall not be Permitted Debt if the amount 
of such Debt shall exceed the amount of the outstanding Debt that 
is being renewed, extended, refinanced or refunded.

			(xi)  hire, or renew the employment contract (including 
option renewals) of, either the Chief Executive Officer of the 
Company or the second most senior executive officer of the 
Company; 

			(xii)  enter into any arrangement (other than this Agreement 
or pursuant to this Agreement) with any holder of Voting Shares in 
such holder's capacity as a holder of Voting Shares which subjects 
actions taken by the Company or any Subsidiary to the prior 
approval of any Person, or issue or sell any series or class of 
Capital Stock of the Company having either (x) more than one vote 
per share or (y) a class vote on any matter, except to the extent 
such class vote is required by the DGCL or to the extent that the 
holders of any series of preferred stock may have the right, 
voting separately as a class, to elect a number of Directors upon 
the occurrence of a default in payment of dividend or redemption 
price; 

			(xiii)  adopt any stockholder rights plan, or any other plan 
or arrangement that could reasonably be expected to disadvantage 
any stockholder on the basis of the size of its shareholding, such 
that any holder of Common Shares or any of its Affiliates would be 
adversely affected; or

			(xiv)  adopt a Bylaw Amendment by action of the Board.

Notwithstanding anything to the contrary contained in this Section 3.1(a), 
neither SPE nor USI shall have an Article III Consent Right to the extent such 
action requires the approval of holders of Common Stock under the DGCL or the 
Certificate.

		(b)  If any of the following shall occur and be continuing:

			(i)  the Company's actual EBITDA in each of the two most 
recently ended fiscal years is less than 80% of Targeted EBITDA 
for such year;

			(ii)  at the end of the most recent fiscal quarter, the 
Company's ratio of consolidated Debt as reported in its financial 
statements to EBITDA for the last four fiscal quarters exceeds the 
Maximum Debt Ratio, or

			(iii)  at the end of the most recent fiscal quarter, the 
Company's EBITDA for the last four fiscal quarters is less than 
8.5% of the Company's consolidated total assets as reported in its 
financial statements (excluding intangible assets and construction 
work-in-process);

the Company (x) shall submit to SPE, if its Applicable Percentage equals or 
exceeds the Minimum Percentage, and USI, if its Applicable Percentage equals 
or exceeds the Minimum Percentage, for approval a new plan for the Company 
covering a new five-year term commencing with the first day of the next fiscal 
year of the Company (the "New Five-Year Plan") which shall replace the Five-
Year Plan and which shall be consistent in form and contain a corresponding 
level of detail with the Initial Five-Year Plan and (y) pending the 
effectiveness of the New Five-Year Plan, shall submit to SPE, if its 
Applicable Percentage equals or exceeds the Minimum Percentage, and USI, if 
its Applicable Percentage equals or exceeds the Minimum Percentage, for 
approval no later than the last Business Day of the month immediately 
preceding the end of the Company's fiscal year, annual operating and capital 
budgets for the next fiscal year.  The Company and any such Stockholder agree 
to cooperate in good faith to adopt the New Five-Year Plan and such budgets as 
promptly as practicable.

		(c)  If any of the conditions specified in paragraph (b)(i) 
through (iii) above shall have occurred, then until the Company's actual 
EBITDA for each of two consecutive fiscal years shall equal or exceed Targeted 
EBITDA for each of such years as reflected in the New Five-Year Plan, the 
Company shall not, and shall cause its Subsidiaries not to, directly or 
indirectly, take any of the following actions without the prior written 
consent of SPE (so long as its Applicable Percentage equals or exceeds the 
Minimum Percentage) and USI (so long as its Applicable Percentage equals or 
exceeds the Minimum Percentage): (w) make, or agree to make, any capital 
expenditures not specifically identified in the New Five-Year Plan in excess 
of $5,000,000 per expenditure or series of related expenditures or $10,000,000 
in the aggregate during any 12-month period, (x) incur an aggregate amount of 
Debt in excess of $25,000,000, excluding Debt specifically identified in the 
New Five-Year Plan and Permitted Debt, (y) create or incur any lien on the 
assets of the Company or any of its Subsidiaries to secure unsecured Debt of 
the Company or any of its Subsidiaries and (z) except for issuances or sales 
of Excluded Securities, authorize the issuance of, or issue or sell, any 
additional shares of, or any new series or class of, Capital Stock of the 
Company.

		(d)  So long as any Stockholder shall have an Article III Consent 
Right, at least six months prior to the expiration of the period covered by 
any Five-Year Plan, the Company shall in good faith prepare a Five-Year Plan 
for the subsequent five year period, which shall be subject to prior approval 
by the Board and which shall be consistent in form and contain a corresponding 
level of detail with the Initial Five-Year Plan.  The provisions of Sections 
3.1(a), (b) and (c) shall be applicable to all Five-Year Plans or New Five-
Year Plans, whether adopted prior to, on or after the five-year anniversary of 
the Closing.

		(e)  Any action or attempted action of the Company or any 
Subsidiary of the Company in violation of any provision of Section 3.1 shall 
be void.

		(f)  The Company agrees to notify the Trust when practicable of 
any proposed (A) corporate reorganization, (B) share capital reorganization, 
(C) transaction involving the exchange of Capital Stock of the Company for 
other equity of the Company or any other corporation or (D) merger with 
another corporation (any one of such proposals, a "Reorganization Proposal") 
which would, in the opinion of counsel for the Company, constitute a 
disposition of Common Stock pursuant to the Income Tax Act (Canada) or any 
successor legislation, for Canadian resident holders thereof in respect of 
which any resulting gain would be taxable pursuant to such Act.  In the event 
of any such Reorganization Proposal, the Company shall assist the Claridge 
Group, at the request of the Claridge Group and at its expense, with an 
application for a remission order pursuant to the Financial Administration Act 
(Canada), provided that counsel to the Company considers that the Department 
of Finance (Canada) is likely to issue a remission order providing fiscal 
relief to Canadian resident stockholders of the Company.

		(g)  In connection with the grant of any consent relating to a 
matter described in clauses (ii) or (iii) of Section 3.1(a), the Company and 
each Stockholder who then has an Article III Consent Right agree to negotiate 
in good faith appropriate adjustments to Targeted EBITDA.  If after 21 days 
following the grant of such consent, the Company and the Stockholders have not 
agreed upon appropriate adjustments, then each of SPE and USI shall have the 
opportunity to submit its reasonable estimate of the appropriate adjustments 
to Targeted EBITDA to any "Big Six" accounting firm mutually selected by SPE 
and USI that is not the principal outside accounting firm for SPE, CO or USI 
within the 10 days (the "Submission Period") following the end of such 21-day 
period.  If the parties cannot agree upon such an accounting firm, the 
principal outside accounting firms of SPE and USI shall mutually select 
another "Big Six" accounting firm to act hereunder.

		Along with their proposed adjustments to Targeted EBITDA, the 
Company and each Stockholder who then has an Article III Consent Right may 
submit to the accounting firm such written memoranda, arguments, briefs and 
other evidence in support of their respective adjustments as they see fit, 
copies of which shall also be provided to the other parties hereto.  Within 10 
days following the expiration of the Submission Period, the accounting firm 
shall make a determination as to which of the adjustments submitted by the 
parties is the most reasonable estimate of the impact on the Company's EBITDA 
of the matter which was subject to consent (the adjustment so chosen, the 
"Final Adjustment").  The accounting firm shall be limited to selecting one of 
the adjustments submitted by the parties as the Final Adjustment and shall 
have no authority to alter in any way any adjustment so submitted.

		The Final Adjustment shall be deemed to be approved by all parties 
to this Agreement for all purposes of this Agreement.  If the accounting firm 
shall select the adjustment submitted by USI, SPE shall bear all fees and 
expenses of the accounting firm, including the fees and expenses of any 
experts hired by the accounting firm to assist it in rendering a decision 
hereunder.  If the accounting firm shall select the adjustment submitted by 
SPE, USI shall bear all such fees and expenses.

		Following the determination of the Final Adjustment, the Company 
shall cause the Final Adjustment to be submitted to the Board for its 
approval.  The Company shall use its best efforts to cause the Final 
Adjustment to be adopted by the Board, and SPE and USI covenant and agree with 
each other to use their respective best efforts to cause the Company to 
fulfill the Company's obligations under this Section 3.1(g).

		 SECTION 3.2  Certain Certificate Provisions.
  So long as the Applicable 
Percentage of SPE or USI equals or exceeds the Minimum Percentage, (i) the 
Company agrees that the Certificate will provide that effecting a Merger or 
Dissolution or adopting a Certificate Amendment or adopting a Bylaw Amendment 
by action of the stockholders of the Company shall require the affirmative 
vote or written consent of the holders of at least 80% of the outstanding 
Common Stock, provided that in the case of any of the foregoing matters (other 
than adopting a Bylaw Amendment by action of the stockholders) such 80% 
stockholder approval requirement shall not be applicable if 14 members of the 
Board shall have approved such matter, provided, further, that in the case of 
any Merger that is approved by 14 members of the Board, such Merger shall 
require the affirmative vote or written consent of the holders of at least 66 
2/3% of the outstanding Common Stock and (ii) no Stockholder shall vote in 
favor of, consent in writing to, or take any other action to effect an 
amendment or repeal of such provisions of the Certificate.

		 SECTION 3.3  Arbitration .
  (a)  At least seven Business Days prior to the Company or any 
Subsidiary thereof (i) merging or consolidating with, or purchasing or 
otherwise acquiring, any other entity or assets, except in the ordinary course 
of business consistent with past practice, (ii) selling, leasing, transferring 
or otherwise disposing of any assets, except in the ordinary course of 
business consistent with past practice, (iii) issuing or selling any Voting 
Shares or new series or class of Capital Stock (other than Excluded 
Securities), (iv) incurring or assuming any Debt, other than incurrences of 
Debt in the ordinary course of business consistent with past practice that 
could not reasonably be expected to trigger an Article III Consent Right, or 
(v) taking any action described in clauses (i), (iv), (v), (vi), (viii), (ix), 
(xi), (xii), (xiii) or (xiv) of Section 3.1(a), the Company shall provide SPE 
and USI with a notice that describes the material terms of such proposed 
action and indicates whether the Company reasonably believes in good faith 
that any Article III Consent Right will be triggered by such action.  The 
Company shall also provide such Stockholders with all information reasonably 
relevant and necessary to determine whether an Article III Consent Right will 
be triggered by such action.  The foregoing notification requirement will be 
satisfied if the Company provides the requisite information to any SPE 
Director, in the case of SPE, and any USI Director, in the case of USI.  If 
either SPE or USI disagrees with the Company's conclusion and reasonably 
believes in good faith that such Stockholder has an Article III Consent Right 
in connection with such action, such Stockholder shall provide the Company 
with written notice of its disagreement by the close of business on the sixth 
Business Day following receipt of the Company's notice. 

		(b)  In addition, if either SPE or USI reasonably believes in good 
faith that the Company intends to take any action in respect of which the 
Company has not delivered a notice described in Section 3.3(a) and that such 
Stockholder has an Article III Consent Right in connection with such action, 
such Stockholder may provide the Company with written notice of such belief.  
By the close of business on the sixth Business Day following receipt of such 
Stockholder's notice and prior to taking any such action, the Company shall 
provide such Stockholder with a notice that indicates whether the Company 
reasonably believes in good faith that such action would trigger an Article 
III Consent Right and with all information reasonably relevant and necessary 
to determine whether an Article III Consent Right will be triggered by such 
action. 

		(c)  If within five Business Days following the Company's receipt 
of a notice described in the last sentence of Section 3.3(a) or a 
Stockholder's receipt of a notice described in the second sentence of Section 
3.3(b), as the case may be, the Company and such Stockholder cannot reach an 
agreement as to whether an Article III Consent Right is triggered in 
connection with the proposed action, the issue shall be submitted for 
arbitration by the Company and the objecting Stockholder(s) in accordance with 
the Arbitration Agreement, a form of which is attached Exhibit B (the 
"Arbitration Agreement").  The scope of the dispute to be resolved by the 
arbitrator thereunder (the "Arbitrator") in connection with any such dispute 
is limited to whether, under the terms of this Agreement, an Article III 
Consent Right is triggered in connection with the proposed action.

		(d)  Prior to the Closing Date, SPE, USI, the members of the 
Claridge Group and the Company agree to cooperate in good faith in selecting 
the Arbitrator, who shall be reasonably acceptable to each such party, and 
agree to execute and deliver the Arbitration Agreement at the Closing.  If the 
parties cannot so select the Arbitrator by such date, SPE, USI and the 
Independent Directors shall each designate an individual who qualifies to 
serve as the Arbitrator under the Arbitrator Agreement and the three such 
individuals shall jointly select to Arbitrator.

		SECTION 3.4  Approval of Disinterested Directors.  (a)  If the 
Applicable Percentage of SPE equals or exceeds the Minimum Percentage, neither 
SPE nor any of its Affiliates shall enter into any contract with the Company 
or any Subsidiary thereof, nor shall the Company otherwise engage in or become 
obligated to engage in any transaction or series of related transactions with 
SPE and/or its Affiliates, in either case involving more than $1 million per 
calendar year, unless such contract or transaction shall have been approved by 
a majority of the Disinterested Directors following disclosure of the material 
facts of the contract or transaction to the Disinterested Directors, provided, 
however, that the foregoing shall not apply to contracts or transactions that 
occur in the ordinary course of the Company's business, including film booking 
arrangements, or to any Transactions contemplated by the Documents.

		(b)  If the Applicable Percentage of USI equals or exceeds the 
Minimum Percentage, neither USI nor any of its Affiliates shall enter into any 
contract with the Company or any Subsidiary thereof, nor shall the Company 
otherwise engage in or become obligated to engage in any transaction or series 
of related transactions with USI and/or its Affiliates, in either case 
involving more than $1 million per calendar year, unless such contract or 
transaction shall have been approved by a majority of the Disinterested 
Directors following disclosure of the material facts of the contract or 
transaction to the Disinterested Directors, provided, however, that the 
foregoing shall not apply to contracts or transactions that occur in the 
ordinary course of the Company's business, including film booking 
arrangements, or to any Transactions contemplated by the Documents.

		 SECTION 3.5  Additional Shares.  Notwithstanding
 anything to the contrary in Section 
3.1, without the prior written consent of USI, the Company agrees that it 
shall not issue or sell any Common Shares or any Voting Share Equivalents 
(other than Excluded Securities) at or after the Closing (other than pursuant 
to the Amalgamation or the USI Subscription Agreement) unless USI or its 
designee shall be issued Additional Shares (as defined in the USI Subscription 
Agreement) to the extent required by, and in accordance with, the terms of 
Section 4.6 of such agreement.


 			ARTICLE IV

	TRANSFER OF COMMON SHARES

		 SECTION 4.1  Restrictions on Transfer during Six-Months
Following Closing . Without the consent of a majority of the 
Independent Directors, during the period commencing on the Closing and ending 
on the six-month anniversary thereof, each of SPE and USI agrees not to, and 
to cause its respective Permitted Transferees not to, Transfer in privately-
negotiated transactions more than 20% of such Stockholder's Initial Interest, 
provided, that the foregoing shall not be applicable to Transfers (i) between 
such Stockholder and its Permitted Transferees, (ii) to another Stockholder or 
its Permitted Transferees, (iii) pursuant to a merger or consolidation in 
which the Company is a constituent corporation or (iv) pursuant to a bona fide 
third party tender offer or exchange offer which was not induced directly or 
indirectly by such Stockholder or any of its Affiliates.

		 SECTION 4.2  Tag-Along for All Stockholders.  
(a)  Subject to prior 
compliance with Section 4.4, neither SPE nor USI nor any of their respective 
Affiliates shall be permitted to Transfer, individually or collectively, an 
aggregate of more than 50% of the then outstanding Common Shares in one or a 
series of related transactions to a Third Party Transferee (or to one or more 
Third Party Transferees constituting a Group) (a "Significant Sale") unless 
each stockholder of the Company has the right to participate in the 
Significant Sale on the same basis as the proposed transferor(s) (all such 
proposed transferors, collectively the "Significant Sale Initiator").  If the 
Significant Sale Initiator desires to effect a Significant Sale, it shall give 
not less than 20 days prior written notice of such intended Transfer to each 
Stockholder and the Company.  Such notice (the "Significant Sale Notice") 
shall set forth the terms and conditions of such proposed Significant Sale, 
including the name of the proposed transferee, the number of shares of Common 
Stock (the "Significant Sale Shares") proposed to be Transferred by the 
Significant Sale Initiator (specifying the number of shares of Common Stock 
for each proposed transferor, if more than one), the purchase price per Share 
proposed to be paid therefor and the payment terms and other material terms of 
the proposed Transfer. 

		(b)  Within 10 days after delivery of the Significant Sale Notice 
to the Company, the Independent Directors shall review the terms of the 
proposed Significant Sale and, subject to compliance with applicable law and 
stock exchange requirements, establish procedures to ensure that each 
stockholder of the Company (including each Stockholder which is not a 
Significant Sale Initiator) shall have the opportunity and right to sell to 
the proposed transferee (upon the same terms and conditions as the Significant 
Sale Initiator) up to that number of Common Shares owned of record by such 
stockholder as shall equal the product of (x) a fraction, the numerator of 
which is the number of Significant Sale Shares and the denominator of which is 
the aggregate number of Common Shares beneficially owned as of the date of the 
Significant Sale Notice by the Significant Sale Initiator and its Permitted 
Transferees (provided that if there shall be more than one proposed 
transferor, the denominator shall be the aggregate number of Common Shares 
beneficially owned as of such date by all the proposed transferors), 
multiplied by (y) the number of Common Shares owned of record by such 
stockholder as of the date of the Significant Sale Notice.  The number of 
Common Shares that a stockholder, including the Significant Sale Initiator, 
may sell pursuant to this Section 4.2 shall be determined by multiplying the 
maximum number of Common Shares that the proposed transferee of the 
Significant Sale Shares is willing to purchase on the terms set forth in the 
Significant Sale Notice by a fraction, the numerator of which is the number of 
Common Shares that such stockholder proposes to sell hereunder and the 
denominator of which is the aggregate number of Common Shares that all 
stockholders exercising rights under this Section 4.2, including the 
Significant Sale Initiator, propose to sell hereunder. 

		(c)  No Transfer or Transfers constituting a Significant Sale 
shall be effected absent compliance with this Section 4.2.

		 SECTION 4.3  Tag-Along for USI and Claridge Group.
 (a)  Subject to 
prior compliance with Section 4.4, if SPE or any of its Affiliates shall 
desire to Transfer an aggregate of more than 50% of SPE's Initial Interest to 
any Person (including any Group), other than an SPE Permitted Transferee, in 
one or a series of related transactions (a "Tag-Along Sale"), SPE shall give 
not less than 20 days prior written notice of such intended Transfer to USI 
and the Claridge Group (each, a "Tag-Along Offeree").  Such notice (the 
"Tag-Along Notice") shall set forth the terms and conditions of such proposed 
Transfer, including the name of the proposed transferee, the number of Common 
Shares proposed to be Transferred (the "Tag-Along Shares"), the purchase price 
per Share proposed to be paid therefor and the payment terms and type of 
Transfer to be effectuated.

		(b)  Within 10 days after delivery of the Tag-Along Notice by SPE 
to the Tag-Along Offerees, each Tag-Along Offeree shall, by written notice to 
SPE, have the opportunity and right to sell to the transferee in such proposed 
Transfer (upon the same terms and conditions as SPE) up to that number of 
Common Shares beneficially owned by such Tag-Along Offeree as shall equal the 
product of (x) a fraction, the numerator of which is the number of Tag-Along 
Shares and the denominator of which is the aggregate number of Common Shares 
beneficially owned as of the date of the Tag-Along Notice by SPE and its 
Affiliates, multiplied by (y) the number of Common Shares beneficially owned 
by such Tag-Along Offeree as of the date of the Tag-Along Notice, provided, 
that in respect of any proposed Transfer to USI or a USI Permitted Transferee, 
for purposes of this clause (y), the number of Common Shares beneficially 
owned by the Claridge Group shall be reduced by the number of Common Shares 
acquired (net of Transfers) by the Claridge Group after the Closing (other 
than from the Company or other members of the Claridge Group).  The number of 
Common Shares that a Stockholder, including SPE, may sell pursuant to this 
Section 4.3 shall be determined by multiplying the maximum number of Common 
Shares that the proposed transferee of the Tag-Along Shares is willing to 
purchase on the terms set forth in the Tag-Along Notice by a fraction, the 
numerator of which is the number of Common Shares that such Stockholder 
proposes to sell hereunder (subject to the maximum amount for each Stockholder 
calculated pursuant to the preceding sentence) and the denominator of which is 
the aggregate number of Common Shares that all Stockholders exercising rights 
under this Section 4.3, including SPE, propose to sell hereunder.

		(c)  At the closing of any proposed Transfer in respect of which a 
Tag-Along Notice has been delivered, each Stockholder electing to sell Common 
Shares shall deliver, free and clear of all liens, to the proposed transferee 
certificates evidencing the Common Shares to be sold thereto duly endorsed 
with Transfer powers and shall receive in exchange therefore the consideration 
to be paid by the proposed transferee in respect of such Common Shares as 
described in the Tag-Along Notice.

		(d)  No Transfer or Transfers constituting a Tag-Along Sale shall 
be effected absent compliance with this Section 4.3.

		(e)  This Section 4.3 shall not be applicable to any Transfer 
which constitutes a Significant Sale with respect to which each stockholder of 
the Company has the right to participate pursuant to Section 4.2.

		 SECTION 4.4  Right of First Refusal  
(a)  The following Transfers of Voting Shares 
by SPE or USI or their respective Affiliates (the proposed transferor, the 
"Transferring Party") will be subject to the right of first refusal provisions 
of this Section 4.4:

			(i)  any Transfer in one or a series of related privately-
negotiated transactions or a public offering if (A) 5% or more of 
the then outstanding Voting Shares are subject to the Transfer, 
(B) any transferee, or any Group of which a transferee is a 
member, would, following such Transfer, beneficially own 5% or 
more of the outstanding Voting Shares (except, in the case of any 
public offering, the limitation set forth in this clause (B) shall 
not be applicable if the Transferring Party has taken all 
reasonable steps to assure that such limitation shall have been 
satisfied) or (C) in the case of any Transfer by SPE or any of its 
Affiliates, SPE's Applicable Percentage exceeds 25%; 

			(ii)  any Transfer pursuant to a bona fide third party 
tender offer or exchange offer;

			(iii)  any Transfer to the Company or to a Subsidiary of the 
Company pursuant to a self-tender offer or otherwise; and

			(iv)  any Transfer in a Market Sale.

Notwithstanding the foregoing and subject to compliance with Section 4.5(a), 
the provisions of this Section 4.4 shall not apply to any Transfer between SPE 
or USI and any of their respective Permitted Transferees. 

		(b)  Prior to effecting any Transfer described in Section 4.4(a), 
the Transferring Party shall deliver a written notice (the "Offer Notice") to 
USI, if the Transferring Party is SPE or an Affiliate thereof, or to SPE, if 
the Transferring Party is USI or an Affiliate thereof (the recipient of such 
notice, the "Other Stockholder"), which Offer Notice shall specify (i) the 
Person to whom the Transferring Party proposes to make such Transfer or the 
proposed manner of Transfer in the case of a public offering or a Market Sale, 
(ii) the number or amount and description of the Voting Shares to be 
Transferred, (iii) except in the case of a public offering or a Market Sale, 
the Offer Price (as defined below), and (iv) all other material terms and 
conditions of the proposed Transfer, including a description of any non-cash 
consideration sufficiently detailed to permit valuation thereof, and which 
Offer Notice shall be accompanied by any written offer from the prospective 
transferee to purchase such Voting Shares, if available and permitted pursuant 
to the terms thereof.  The Offer Notice shall constitute an irrevocable offer 
to the Other Stockholder or its designee, for the period of time described 
below, to purchase all (but not less than all) of such Voting Shares upon the 
same terms specified in the Offer Notice, subject to Section 4.4(g) and as 
otherwise set forth in this Section 4.4.  The Other Stockholder may elect to 
purchase all (but not less than all) of the Voting Shares at the Offer Price 
(or, if the Offer Price includes property other than cash, the equivalent in 
cash of such property as determined in accordance with Section 4.4(g)) and 
upon the other terms and conditions specified in the Offer Notice. 

		(c)  For purposes of this Section 4.4, "Offer Price" shall be 
defined to mean on a per share or other amount of Voting Shares basis (i) in 
the case of a third party tender offer or exchange offer, the tender offer or 
exchange offer price per Voting Share taking into account any provisions 
thereof with respect to proration and any proposed second step or "back-end" 
transaction, (ii) in the case of a public offering or a Market Sale, the 
Current Market Value per Voting Share as of the date the election notice of 
the Other Stockholder hereinafter described is delivered and (iii) in the case 
of a privately-negotiated transaction, the proposed sale price per Voting 
Share. 

		(d)  If the Other Stockholder elects to purchase the offered 
Voting Shares, it shall give notice to the Transferring Party within 20 days 
of its receipt of the Offer Notice of its election (or in the case of a third 
party tender offer or exchange offer, not later than five Business Days prior 
to the expiration date of such offer, provided that all conditions to such 
offer (other than with respect to the number of Voting Shares tendered) shall 
have been satisfied or waived and the Offer Notice shall have been provided at 
least ten Business Days prior to the expiration date of such offer), which 
shall constitute a binding obligation, subject to standard terms and 
conditions for a stock purchase contract between two significant stockholders 
of an issuer (provided that the Transferring Party shall not be required to 
make any representations or warranties regarding the business of the Company), 
to purchase the offered Voting Shares, which notice shall include the date set 
for the closing of such purchase, which date shall be no later than 60 days 
following the delivery of such election notice.  Notwithstanding the 
foregoing, such time periods shall not be deemed to commence with respect to 
any purported notice that does not comply in all material respects with the 
requirements of this Section 4.4(d).  The Other Stockholder may assign its 
rights to purchase under this Section 4.4 to any Person (including the 
Company).

		(e)  Subject to Section 4.4(f) in the case of a Market Sale, if 
the Other Stockholder does not respond to the Offer Notice within the required 
response time period or elects not to purchase the offered Voting Shares, the 
Transferring Party shall be free to complete the proposed Transfer (to the 
same proposed transferee, in the case of privately-negotiated transaction) on 
terms no less favorable to the Transferring Party or its Affiliate, as the 
case may be, than those set forth in the Offer Notice, provided that (x) such 
Transfer is closed within 90 days after the latest of (A) the expiration of 
the foregoing required response time periods, or (B) the receipt by the 
Transferring Party of the foregoing election notice or, in the case of a 
public offering, within 20 days of the declaration by the Commission of the 
effectiveness of a registration statement filed with the Commission pursuant 
to this Agreement, and (y) the price at which the Voting Shares are 
transferred must be equal to or higher than the Offer Price (except in the 
case of a public offering, in which case the price at which the Voting Shares 
are sold (before deducting underwriting discounts and commissions) shall be 
equal to at least 90% of the Offer Price).  Such periods within which such 
Transfer must be closed shall be extended to the extent necessary to obtain 
required governmental approvals and other required approvals and the 
Transferring Party and the Other Stockholder shall use their respective best 
efforts to obtain such approvals.

		(f)  If the Other Stockholder does not respond to the Offer Notice 
with respect to a Market Sale within the required response time period or 
elects not to purchase the offered Voting Shares, the Transferring Party shall 
be free to complete the proposed Market Sale in one or more transactions 
during the 90-day period commencing on the latest of (i) the expiration of the 
required response time period described in Section 4.4(d) or (ii) receipt by 
the Transferring Party of the election notice described in Section 4.4(d), 
provided that the price at which each Voting Share is transferred (excluding 
brokerage commissions) shall be at least equal to 90% of the Offer Price.

		(g)  If (i) the consideration specified in the Offer Notice 
consists of, or includes, consideration other than cash or a publicly traded 
security for which a closing market price is published for each Business Day, 
or (ii) any property other than Voting Shares is proposed to be transferred in 
connection with the transaction to which the Offer Notice relates, then the 
price payable by the Other Stockholder under this Section 4.4 for the Voting 
Shares being transferred shall be the Determination of the Independent 
Directors of the Fair Market Value of the consideration per share or amount in 
the case of clause (i) and the Determination of the Independent Directors of 
the Fair Market Value of the consideration per share or amount determined to 
be properly allocable to the Voting Shares in the case of clause (ii).  
Notwithstanding anything to the contrary contained in this Section 4.4, the 
time periods applicable to an election by the Other Stockholder to purchase 
the offered securities set forth in Section 4.4(a) shall not be deemed to 
commence until the Determination of the Independent Directors under this 
Section 4.4(g) has been made, provided that, in the case of a third party 
tender offer or exchange offer, in no event shall any such election be 
permitted later than 24 hours prior to the latest time by which Voting Shares 
shall be tendered in order to be accepted pursuant to such offer or to qualify 
for any proration applicable to such offer if all conditions to such offer 
(other than the number of shares tendered) have been satisfied or waived.  The 
Company agrees to use its best efforts to cause the Determination of the 
Independent Directors under this Section 4.4(g) to be made as promptly as 
practicable but in no event later than ten Business Days after the receipt by 
the Company of the Offer Notice.

		(h)  The provisions of this Section 4.4 shall be applicable to any 
proposed Transfer of Non-Voting Common Stock to any Person other than an SPE 
Permitted Transferee as if the Common Stock that is issuable upon Transfer in 
accordance with clause (i) of Section 4(b) of Article IV of the Certificate 
were being Transferred.

		 SECTION 4.5  Transferees. 
 (a)  Any Permitted Transferee of a Stockholder shall be 
subject to the terms and conditions of this Agreement as if such Permitted 
Transferee were SPE (in the case SPE or a Permitted Transferee of SPE is the 
transferor), USI (in the case USI or a Permitted Transferee of USI is the 
transferor) or a member of the Claridge Group (in the case a member of the 
Claridge Group or a Permitted Transferee thereof is the transferor).  Prior to 
the initial acquisition of beneficial ownership of any Voting Shares or Non-
Voting Common Stock by any Permitted Transferee, and as a condition thereto, 
each Stockholder agrees (i) to cause its respective Permitted Transferees to 
agree in writing with the other parties hereto to be bound by the terms and 
conditions of this Agreement to the extent described in the preceding sentence 
and (ii) that such Stockholder shall remain directly liable for the 
performance by its respective Permitted Transferees of all obligations of such 
Permitted Transferees under this Agreement; provided, however, that, unless 
the Trust elects otherwise, the foregoing shall not be applicable to any 
Permitted Transferee described in clause (iii)(b) of the definition thereof or 
any spouse of any such Permitted Transferee so long as such Person has not 
purchased Voting Shares for aggregate consideration (excluding brokerage 
commissions) exceeding $20,000 (measured at the time of the applicable 
acquisition) and that such Voting Shares have been acquired solely in open 
market purchases; provided, further, that the Trust shall not permit all 
Persons described in the preceding proviso who the Trust has not elected to be 
subject to clause (i) and (ii) above to so acquire Voting Shares for aggregate 
consideration (excluding brokerage commissions) exceeding $100,000 (measured 
at the time of the applicable acquisition).  Each of SPE and USI agrees not to 
cause or permit any of its respective Permitted Transferees to cease to be 
directly or indirectly wholly-owned by such Stockholder so long as such 
Permitted Transferee beneficially owns any Voting Shares or Non-Voting Common 
Stock, and if any such Permitted Transferee shall cease to be so wholly-owned, 
such Permitted Transferee shall automatically upon the occurrence of such 
event cease to be a "Permitted Transferee" for any purpose under this 
Agreement.  Each Stockholder agrees not to Transfer any Voting Shares or Non-
Voting Common Stock to any Affiliate other than a Permitted Transferee of such 
Stockholder.

		(b)  No Third Party Transferee shall have any rights or 
obligations under this Agreement, except:

			(i)  if such Third Party Transferee (together with its 
Affiliates) would beneficially own more than 10% of the 
outstanding Voting Shares upon consummation of any Transfer or if 
such Third Party Transferee (together with its Affiliates) shall 
acquire beneficial ownership of more than 3.5% of the outstanding 
Voting Shares in any Transfer or series of related Transfers from 
members of the Claridge Group and Permitted Transferees thereof, 
such Third Party Transferee shall be subject to the terms and 
conditions of Article I, Article II (but shall not have the right 
to designate any Directors pursuant thereto, except in the 
circumstances described in clauses (ii) or (iii) below), Section 
4.4 (but only with respect to the rights and obligations of a 
"Transferring Party" thereunder, and such Third Party Transferee 
shall not have the right to purchase Voting Shares pursuant 
thereto or any other rights of an "Other Stockholder" thereunder), 
this Section 4.5, Section 4.6 and Articles VI and VIII as if such 
Third Party Transferee were SPE (in the case SPE or a Permitted 
Transferee of SPE is the transferor), USI (in the case USI or a 
Permitted Transferee of USI is the transferor) or a member of the 
Claridge Group (in the case a member of the Claridge Group or a 
Permitted Transferee thereof is the transferor);

			(ii)  if such Third Party Transferee (together with its 
Affiliates) would beneficially own more than 10% of the 
outstanding Voting Shares upon consummation of any Transfer from 
SPE or USI or any of their respective Permitted Transferees, and 
if such Third Party Transferee shall have acquired from SPE or USI 
(or such Permitted Transferees) all Voting Shares then 
beneficially owned by such Stockholder and its Permitted 
Transferees, such Third Party Transferee shall have the right to 
designate Directors pursuant to Article II if the applicable 
transferor elects to assign such right to such Third Party 
Transferee;

			(iii)  if in a Transfer or series of related Transfers from 
any member of the Claridge Group and Permitted Transferees thereof 
to any Third Party Transferee, such Third Party Transferee 
(together with its Affiliates) shall acquire beneficial ownership 
of more than 3.5% of the outstanding Voting Shares constituting 
more than 50% of the Initial Interest of the Claridge Group, such 
Third Party Transferee shall have the right to designate Directors 
pursuant to Section 2.1(b)(i) if (x) the applicable transferor 
elects to assign such right to such Third Party Transferee (which 
in the event of the grant of an option upon Voting Shares, may be 
assigned either upon the grant or the exercise thereof) and (y) 
SPE and USI shall have given their prior written consent to the 
assignment of such right to the Third Party Transferee (which 
consent shall not be unreasonably withheld), provided that (i) 
upon any such Transfer or series of related Transfers the Claridge 
Group shall cease to have a right to elect Directors pursuant to 
Section 2.1 in the event that such right is transferred in 
accordance with the provisions of this subsection 4.5(b)(iii) and 
(ii) such Third Party Transferee shall not have the right to 
assign such right to any Person (other than a Permitted Transferee 
thereof); and

			(iv)  if such Third Party Transferee (together with its 
Affiliates) shall acquire beneficial ownership of more than 3.5% 
of the outstanding Voting Shares in any Transfer or series of 
related Transfers from a Stockholder and/or its Permitted 
Transferees, such Third Party Transferee shall have the right to 
initiate Demand Registrations pursuant to Section 5.1 and the 
other rights and obligations of a Holder pursuant to Article V to 
the extent the transferor to such Third Party Transferee assigns, 
in whole or in part, any such rights and obligations to such Third 
Party Transferee (provided that no rights of a Holder under 
Article V shall be assigned unless the obligations of a Holder 
thereunder are also assigned).

		(c)  Prior to the consummation of a Transfer described in 
Section 4.5(b) to the extent rights and obligations are to be assigned, and as 
a condition thereto, the applicable Third Party Transferee shall agree in 
writing with the other parties hereto to be bound by the terms and conditions 
of this Agreement to the extent described in Section 4.5(b).  To the extent 
the Third Party Transferee is not an "ultimate parent entity" (as defined in 
the HSR Act), the ultimate parent entity of such Third Party Transferee shall 
agree in writing to be directly liable for the performance of the Third Party 
Transferee to the same extent USI or SPE would be liable for their respective 
Permitted Transferees.

		 SECTION 4.6  Notice of Transfer.  To the extent
any Stockholder and its Permitted 
Transferees shall Transfer any Voting Shares, such Stockholder shall, within 
three Business Days following consummation of such Transfer, deliver notice 
thereof to the Company and the other Stockholders, provided, however, that no 
such notice shall be required to be delivered unless the aggregate Voting 
Shares transferred by such Stockholder and its Permitted Transferees since the 
date of the last notice delivered by such Stockholder pursuant to this Section 
4.6 or Section 8.4(b) exceeds 1% of the outstanding Voting Shares.

		 SECTION 4.7  Compliance with Transfer 
Provisions.  Any Transfer or 
attempted Transfer of Voting Shares in violation of any provision of this 
Agreement shall be void, and the Company shall not record such Transfer on its 
books or treat any purported transferee of such Voting Shares as the owner of 
such Voting Shares for any purpose.


 				ARTICLE V 

	REGISTRATION RIGHTS

		 SECTION 5.1  Demand Registrations. 
 (a)  Subject to Section 5.1(d), at any time and from 
time to time after the one-year anniversary of the Closing, any Holder shall 
have the right to require the Company to file a registration statement under 
the Securities Act and/or a prospectus under applicable Canadian securities 
laws covering all or any part of their respective Registrable Securities, by 
delivering a written request therefor to the Company specifying the number of 
Registrable Securities to be included in such registration by such Holder(s) 
and the intended method of distribution thereof.  All such requests pursuant 
to this Section 5.1(a) are referred to herein as "Demand Registration 
Requests" and the registrations so requested are referred to herein as "Demand 
Registrations" (with respect to any Demand Registration, the Holder making 
such demand for registration being referred to as the "Initiating Holder").  
As promptly as practicable, but no later than 15 days after receipt of a 
Demand Registration Request, the Company shall give written notice (the 
"Demand Exercise Notice") of such Demand Registration Request to all Holders 
of record of Registrable Securities.

		(b)  The Company shall include in a Demand Registration (i) the 
Registrable Securities of the Initiating Holder and (ii) the Registrable 
Securities of any other Holder (collectively, the "Other Holders") that shall 
have made a written request to the Company for inclusion thereof in such 
registration (which request shall specify the maximum number of Registrable 
Securities intended to be disposed of by such Holder(s)) within 30 days after 
the receipt of the Demand Exercise Notice.

		(c)  The Company shall, as expeditiously as possible following a 
Demand Registration Request, use its best efforts to (i) effect the 
registration under the Securities Act (including by means of a shelf 
registration pursuant to Rule 415 under the Securities Act if so requested and 
if the Company is then eligible to use such a registration) of the Registrable 
Securities which the Company has been so requested to register by such Holder, 
for distribution, in accordance with such intended method of distribution, and 
(ii) if requested by the Initiating Holder, obtain acceleration of the 
effective date of the registration statement relating to such registration.

		(d)  The rights of Holders of Registrable Securities to request 
Demand Registrations pursuant to Section 5.1(a) are subject to the following 
limitations: (i) the Company shall not be obligated to effect a Demand 
Registration within six months after the effective date of any other 
registration of equity securities by the Company (other than pursuant to a 
registration on Form S-4 or Form S-8 or any successor or similar form that is 
then in effect) which was not effected on Form S-3 (or any successor or 
similar short-form registration statement), provided, however, that this 
clause (i) shall not be applicable with respect to any Registrable Securities 
beneficially owned by any Holder if in connection with a Piggyback 
Registration such Holder requested during such six month period to have such 
Registrable Securities included in such Piggyback Registration and Registrable 
Securities with a Current Market Value exceeding $25,000,000 (valued at the 
time of such request) were not included pursuant to Section 5.2(d), (ii) in no 
event shall the Company be required to effect, in the case of SPE, more than 
four Demand Registrations, in the case of USI, more than four Demand 
Registrations, and, in the case of the Claridge Group, more than one Demand 
Registration, (iii) the Company shall not be obligated to effect a Demand 
Registration by either SPE or USI if a Demand Registration initiated by either 
SPE or USI shall have been effected in the preceding 12 months, and (iv) the 
Company shall not be obligated to effect a Demand Registration the reasonably 
anticipated aggregate price to the public of which would not exceed 
$25,000,000.  Upon assignment by a Stockholder of the right to initiate a 
Demand Registration to a Third Party Transferee in accordance with Section 
4.5(b)(iv), such Stockholder shall cease to have the right to initiate such 
Demand Registration and the number of Demand Registrations to which such 
Stockholder shall be entitled as set forth in the preceding sentence shall be 
reduced accordingly.  In no event shall the Company be required to effect more 
than nine Demand Registrations pursuant to this Agreement.

		(e)  The Company shall select the registration statement form for 
any registration pursuant to this Section, provided, that if any registration 
requested pursuant to this Section which is proposed by the Company to be 
effected by the filing of a registration statement on Form S-3 (or any 
successor or similar short-form registration statement) shall be in connection 
with an underwritten public offering, and if the managing underwriter shall 
advise the Company in writing that, in its opinion, the use of another form of 
registration statement is of material importance to the success of such 
proposed offering, then such registration shall be effected on such other 
form.

		(f)  A registration requested pursuant to this Section 5.1 will 
not be deemed to have been effected unless it has become effective, provided 
that if, within 180 days after it has become effective, the offering of 
Registrable Securities pursuant to such registration is subject to any stop 
order, injunction or other order or requirement of the Commission or other 
governmental agency or court, such registration will be deemed not to have 
been effected.

		(g)  If a requested registration pursuant to this Section involves 
an underwritten offering, the Company shall have the right to select in good 
faith the investment banker or bankers and managers to administer the 
offering; provided, however, that such investment banker or bankers and 
managers shall be reasonably satisfactory to the Initiating Holder.  The 
Initiating Holder shall notify the Company if such Holder objects to any 
investment banker or manager selected by the Company pursuant to this Section 
5.1(g) within 10 Business Days after the Company has notified such Holder of 
such selection.

		(h)  If the managing underwriter of any underwritten offering 
shall advise the Holders participating in a Demand Registration that the 
Registrable Securities covered by the registration statement cannot be sold in 
such offering within a price range acceptable to the Initiating Holder, then 
the Initiating Holder shall have the right to notify the Company that it has 
determined that the registration statement be abandoned or withdrawn, in which 
event the Company shall abandon or withdraw such registration statement.  If a 
requested registration pursuant to this Section 5.1 involves an underwritten 
offering and the managing underwriter advises the Company that, in its 
opinion, the number of securities requested to be included in such 
registration (including securities of the Company which are not Registrable 
Securities) exceeds the number which can be sold in such offering within a 
price range acceptable to the Initiating Holder, the Company will include in 
such registration only the Registrable Securities requested to be included in 
such registration pursuant to this Section 5.1.  In the event that the number 
of Registrable Securities requested to be included in such registration 
exceeds the number which, in the opinion of such managing underwriter, can be 
sold in such offering within a price range acceptable to the Initiating 
Holder, the Company shall include in such registration the number of 
Registrable Securities proposed to be sold by the Initiating Holder and, to 
the extent the managing underwriter believes that additional Registrable 
Securities can be sold in such offering within such price range, the number of 
Registrable Securities proposed to be sold by the Other Holders, allocated pro 
rata among the Other Holders on the basis of the relative number of shares of 
Registrable Securities requested to be registered pursuant to clause (ii) of 
Section 5.1(b) by each such Holder.  In the event that the number of 
Registrable Securities requested by all Holders to be included in such 
registration is less than the number which, in the opinion of the managing 
underwriter, can be sold, the Company may include in such registration a 
number of securities that the Company proposes to sell up to the number of 
securities that, in the opinion of the underwriter, can be sold in such 
offering within a price range acceptable to the Initiating Holder.

		(i)  If the Company at any time grants to any other holders of 
Voting Shares (or securities that are convertible, exchangeable or exercisable 
into Voting Shares) any rights to request the Company to effect the 
registration under the Securities Act of any such Voting Shares (or any such 
securities) on terms more favorable to such holders than the terms set forth 
in this Section 5.1, then the Holders shall be entitled to such more favorable 
rights and benefits.

		 SECTION 5.2  Piggyback Registrations. 
 (a)  If, at any time following the Equity 
Offering, the Company proposes or is required to register any of its equity 
securities under the Securities Act (other than pursuant to (i) registrations 
on such form or similar form(s) solely for registration of securities in 
connection with an employee benefit plan or dividend reinvestment plan or a 
merger, consolidation or acquisition or (ii) a Demand Registration pursuant to 
Section 5.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or 
an equivalent general registration form then in effect), whether or not for 
its own account, the Company shall give prompt written notice of its intention 
to do so to each of the Holders of record of Registrable Securities.  Upon the 
written request of any Holder, made within 15 days following the receipt of 
any such written notice (which request shall specify the maximum number of 
Registrable Securities intended to be disposed of by such Holder and the 
intended method of distribution thereof), the Company shall use its best 
efforts to cause all such Registrable Securities, the Holders of which have so 
requested the registration thereof, to be registered under the Securities Act 
(with the securities that the Company at the time proposes to register) to 
permit the sale or other disposition by such Holders (in accordance with the 
intended method of distribution thereof) of the Registrable Securities to be 
so registered (such registration, a "Piggyback Registration").  There is no 
limitation on the number of Piggyback Registrations pursuant to the preceding 
sentence that the Company is obligated to effect.  No registration effected 
under this Section 5.2(a) shall relieve the Company of its obligations to 
effect Demand Registrations.

		(b)  If, at any time after giving written notice of its intention 
to register any equity securities and prior to the effective date of the 
registration statement filed in connection with such registration, the Company 
shall determine for any reason not to register or to delay registration of 
such equity securities, the Company may, at its election, give written notice 
of such determination to all Holders of record of Registrable Securities and 
(i) in the case of a determination not to register, shall be relieved of its 
obligation to register any Registrable Securities in connection with such 
abandoned registration, without prejudice, however, to the rights of Holders 
under Section 5.1, and (ii) in the case of a determination to delay such 
registration of its equity securities, shall be permitted to delay the 
registration of such Registrable Securities for the same period as the delay 
in registering such other equity securities.

		(c)  Any Holder shall have the right to withdraw its request for 
inclusion of its Registrable Securities in any registration statement pursuant 
to this Section 5.2 by giving written notice to the Company of its request to 
withdraw; provided, however, that (i) such request must be made in writing 
prior to the earlier of the execution of the underwriting agreement or the 
execution of the custody agreement with respect to such registration and (ii) 
such withdrawal shall be irrevocable and, after making such withdrawal, a 
Holder shall no longer have any right to include Registrable Securities in the 
registration as to which such withdrawal was made.

		(d)  If the managing underwriter of any underwritten offering 
shall inform the Company by letter of its belief that the number of 
Registrable Securities requested to be included in a registration under this 
Section 5.2 would materially adversely affect such offering, then the Company 
will include in such registration, first, the securities proposed by the 
Company to be sold for its own account, second, the Registrable Securities and 
all other securities of the Company to be included in such registration to the 
extent of the number and type, if any, that the Company is so advised can be 
sold in (or during the time of) such offering, pro rata among the Holders on 
the basis of the relative number of shares of Registrable Securities requested 
to be registered pursuant to Section 5.2(a) by each such Holder and, third, 
pro rata among the holders of any other securities of the Company with respect 
to which the holders thereof are entitled to and desire "piggy-back" or 
similar registration rights.

		 SECTION 5.3  Registration Procedures. 
 If and whenever the Company is required by 
the provisions of this Agreement to use its best efforts to effect or cause 
the registration of any Registrable Securities under the Securities Act as 
provided in this Agreement, the Company shall, as expeditiously as possible:

		(a)  prepare and file with the Commission a registration statement 
on an appropriate registration form of the Commission for the disposition of 
such Registrable Securities in accordance with the intended method of 
disposition thereof, which form (i) shall be selected by the Company and (ii) 
shall, in the case of a shelf registration, be available for the sale of the 
Registrable Securities by the selling Holders thereof and such registration 
statement shall comply as to form in all material respects with the 
requirements of the applicable form and include all financial statements 
required by the Commission to be filed therewith, and the Company shall use 
its best efforts to cause such registration statement to become effective 
(provided, however, that before filing a registration statement or prospectus 
or any amendments or supplements thereto, or comparable statements under 
securities or "blue sky" laws of any jurisdiction, the Company will furnish to 
counsel for the Holders participating in the planned offering (selected by the 
Initiating Holder, in the case of a Demand Registration, or the Requisite 
Percentage of Participating Holders, in the case of a Piggyback Registration) 
and the underwriters, if any, copies of all such documents proposed to be 
filed (including all exhibits thereto), which documents will be subject to the 
reasonable review and, in the case of a registration pursuant to Section 5.1, 
reasonable comment of such counsel, and the Company shall not file any 
registration statement or amendment thereto or any prospectus or supplement 
thereto pursuant to Section 5.1 to which the Holders of a majority of the 
Registrable Securities covered by such registration statement or the 
underwriters, if any, shall reasonably object in writing);

		(b)  prepare and file with the Commission such amendments 
(including post-effective amendments) and supplements to such registration 
statement and the prospectus used in connection therewith as may be necessary 
to keep such registration statement effective for such period as any seller of 
Registrable Securities pursuant to such registration statement shall request 
and to comply with the provisions of the Securities Act with respect to the 
sale or other disposition of all Registrable Securities covered by such 
registration statement in accordance with the intended methods of disposition 
by the seller or sellers thereof set forth in such registration statement 
until the earlier of (i) such time as all such Registrable Securities have 
been disposed of in accordance with the intended methods of disposition by the 
Holder or Holders thereof set forth in such registration statement and (ii) 
the expiration of 180 days from the date such registration statement first 
becomes effective;

		(c)  furnish, without charge, to each seller of such Registrable 
Securities and each underwriter, if any, of the securities covered by such 
registration statement such number of copies of such registration statement, 
each amendment and supplement thereto (in each case including all exhibits), 
and the prospectus included in such registration statement (including each 
preliminary prospectus and summary prospectus), in conformity with the 
requirements of the Securities Act, such documents incorporated by reference 
in such registration statement, and such other documents, as such seller and 
underwriter may reasonably request in order to facilitate the public sale or 
other disposition of the Registrable Securities owned by such seller;

		(d)  use its best efforts to register or qualify all Registrable 
Securities covered by such registration statement under such other securities 
or "blue sky" laws of such jurisdictions as any sellers of Registrable 
Securities or any managing underwriter, if any, shall reasonably request, and 
do any and all other acts and things that may be necessary or advisable to 
enable such sellers or underwriter, if any, to consummate the disposition of 
the Registrable Securities in such jurisdictions, except that in no event 
shall the Company be required to qualify generally to do business as a foreign 
corporation in any jurisdiction where it would not, but for the requirements 
of this paragraph (d), be required to be so qualified, to subject itself to 
taxation in any such jurisdiction or to consent to general service of process 
in any such jurisdiction;

		(e)  enter into such customary agreements (including an 
underwriting agreement in customary form), which may include indemnification 
provisions in favor of underwriters and other persons in addition to, or in 
substitution for, the provisions of Section 5.8 hereof, and take such other 
actions as the Initiating Holder, in the case of a Demand Registration, or the 
Requisite Percentage of Participating Holders, in the case of a Piggyback 
Registration, or the underwriters, if any, reasonably request in order to 
expedite or facilitate the disposition of such Registrable Securities;

		(f)  furnish to each seller of Registrable Securities (i) a signed 
counterpart, addressed to such seller, of any opinion of counsel for the 
Company, dated the date of the closing under the underwriting agreement with 
respect to such offering, in customary form and in form and scope reasonably 
satisfactory to the underwriter and its counsel, and (ii) a signed 
counterpart, if requested by such Seller, addressed to it, of any "cold 
comfort" letter signed by the independent public accountants in customary form 
and covering matters of the type customarily covered by "cold comfort" letters 
(provided that Registrable Securities constitute at least 25% of the 
securities covered by such registration statement, unless such a "cold 
comfort" letter or letters are provided to the Company or other selling 
holders in connection with such registration);

		(g)  immediately notify each Holder selling Registrable Securities 
covered by such registration statement and each managing underwriter, if any: 
(i) when the registration statement, any pre-effective amendment, the 
prospectus or any prospectus supplement related thereto or post-effective 
amendment to the registration statement has been filed and, with respect to 
the registration statement or any post-effective amendment, when the same has 
become effective; (ii) of any request by the Commission or state securities 
authority for amendments or supplements to the registration statement or the 
prospectus related thereto or for additional information; (iii) of the 
issuance by the Commission of any stop order suspending the effectiveness of 
the registration statement or the initiation of any proceedings for that 
purpose; (iv) of the receipt by the Company of any notification with respect 
to the suspension of the qualification of any Registrable Securities for sale 
under the securities or "blue sky" laws of any jurisdiction or the initiation 
of any proceeding for such purpose; (v) of the existence of any fact of which 
the Company becomes aware that results in the registration statement, the 
prospectus related thereto or any document incorporated therein by reference 
containing an untrue statement of a material fact or omitting to state a 
material fact required to be stated therein or necessary to make any statement 
therein not misleading; and (vi) if at any time the representations and 
warranties contemplated by Section 5.8 below cease to be true and correct in 
all material respects; and, if the notification relates to an event described 
in clause (v), the Company shall promptly prepare and furnish to each such 
seller and each underwriter, if any, a reasonable number of copies of a 
prospectus supplemented or amended so that, as thereafter delivered to the 
purchasers of such Registrable Securities, such prospectus shall not include 
an untrue statement of a material fact or omit to state a material fact 
required to be stated therein or necessary to make the statements therein in 
the light of the circumstances under which they were made not misleading;

		(h)  use its best efforts to comply with all applicable rules and 
regulations of the Commission, and make available to its security holders, as 
soon as reasonably practicable after the effective date of the registration 
statement (and in any event within 16 months thereafter), an earnings 
statement (which need not be audited) covering the period of at least 12 
consecutive months beginning with the first day of the Company's first 
calendar quarter after the effective date of the registration statement, which 
earnings statement shall satisfy the provisions of Section 11(a) of the 
Securities Act and the rules and regulations thereunder;

		(i)  use its best efforts to cause all such Registrable Securities 
covered by such registration statement to be listed on each securities 
exchange or quotation system on which similar securities issued by the Company 
are then listed or quoted (if any), and provide a transfer agent and registrar 
for such Registrable Securities not later than the effective date of such 
registration statement;

		(j)  enter into such customary agreements (including, if 
applicable, an underwriting agreement) and take such other actions as the 
Initiating Holder, in the case of a Demand Registration, or the Requisite 
Percentage of Participating Holders, in the case of a Piggyback Registration, 
shall reasonably request in order to expedite or facilitate the disposition of 
such Registrable Securities;

		(k)  deliver promptly to the each Holder and counsel for the 
selling Holders participating in the offering and each underwriter, if any, 
copies of all correspondence between the Commission and the Company, its 
counsel or auditors and any memoranda relating to discussions with the 
Commission or its staff with respect to the registration statement, other than 
those portions of any such memoranda that contain information subject to 
attorney-client privilege with respect to the Company, and, upon receipt of 
such confidentiality agreements as the Company may reasonably request, make 
reasonably available for inspection by any seller of such Registrable 
Securities covered by such registration statement, by any underwriter, if any, 
participating in any disposition to be effected pursuant to such registration 
statement and by any attorney, accountant or other agent retained by any such 
seller or any such underwriter, all pertinent financial and other records, 
pertinent corporate documents and properties of the Company, and cause all of 
the Company's officers, directors and employees to supply all information 
reasonably requested by any such seller, underwriter, attorney, accountant or 
agent in connection with such registration statement;

		(l)  use reasonable efforts to prevent the issuance of any stop 
order suspending the effectiveness of the registration statement or of any 
order preventing or suspending the use of any preliminary prospectus and, if 
any such order is issued, to obtain the withdrawal of any such order at the 
earliest possible moment;

		(m)  provide a CUSIP number for all Registrable Securities, not 
later than the effective date of the registration statement;

		(n)  make reasonably available its employees and personnel and 
otherwise provide reasonable assistance to the underwriters (taking into 
account the needs of the Company's businesses and the requirements of the 
marketing process) in the marketing of Registrable Securities in any 
underwritten offering;

		(o)  promptly prior to the filing of any document that is to be 
incorporated by reference into the registration statement or the prospectus 
(after the initial filing of such registration statement), provide copies of 
such document to counsel for the selling Holders and to each managing 
underwriter, if any, and make the Company's representatives reasonably 
available for discussion of such document and make such changes in such 
document concerning the selling holders prior to the filing thereof as counsel 
for such selling holders or underwriters may reasonably request;

		(p)  furnish to each Holder participating in the offering and the 
managing underwriter, without charge, at least one signed copy of the 
registration statement and any post-effective amendments thereto, including 
financial statements and schedules, all documents incorporated therein by 
reference and all exhibits (including those incorporated by reference);

		(q)  cooperate with each seller of Registrable Securities and each 
underwriter or agent participating in the disposition of such Registrable 
Securities and their respective counsel in connection with any filings 
required to be made with the National Association of Securities Dealers, Inc.;

		(r)  use reasonable efforts to make available the executive 
officers of the Company to participate with the Holders of Registrable 
Securities and any underwriters in any "road shows" or other selling efforts 
that may be reasonably requested by the selling Holders in connection with the 
methods of distribution for the Registrable Securities;

		(s)  cooperate with the selling Holders of Registrable Securities 
and the managing underwriter, if any, to facilitate the timely preparation and 
delivery of certificates not bearing any restrictive legends representing the 
Registrable Securities to be sold, and cause such Registrable Securities to be 
issued in such denominations and registered in such names in accordance with 
the underwriting agreement prior to any sale of Registrable Securities to the 
underwriters or, if not an underwritten offering, in accordance with the 
instructions of the selling Holders of Registrable Securities at least three 
business days prior to any sale of Registrable Securities;

		(t)  in the case of a registration under Canadian securities laws, 
take such reasonable actions as may be necessary to facilitate the sale of 
Registrable Securities on a public basis in Canada, including making any 
necessary filings with Canadian securities authorities or any Canadian stock 
exchange on which the Registrable Securities are listed; and

		(u)  take all such other reasonable actions as are necessary or 
advisable in order to expedite or facilitate the disposition of such 
Registrable Securities.

The Company may require as a condition precedent to the Company's obligations 
under this Section 5.3 that each seller of Registrable Securities as to which 
any registration is being effected furnish the Company such information 
regarding such seller and the distribution of such securities as the Company 
may from time to time reasonably request in writing and as shall be required 
by law or by the Commission in connection therewith, provided that such 
information shall be used only in connection with such registration.  Each 
Holder of Registrable Securities agrees that upon receipt of any notice from 
the Company of the happening of any event of the kind described in clause (v) 
of paragraph (g) of this Section 5.3, such Holder will discontinue such 
Holder's disposition of Registrable Securities pursuant to the registration 
statement covering such Registrable Securities until such Holder's receipt of 
the copies of the supplemented or amended prospectus contemplated by paragraph 
(g) of this Section 5.3 and, if so directed by the Company, will deliver to 
the Company (at the Company's expense) all copies, other than permanent file 
copies, then in such Holder's possession of the prospectus covering such 
Registrable Securities that was in effect at the time of receipt of such 
notice.  In the event the Company shall give any such notice, the applicable 
period mentioned in paragraph (b) of this Section 5.3 shall be extended by the 
number of days during such period from and including the date of the giving of 
such notice to and including the date when each seller of any Registrable 
Securities covered by such registration statement shall have received the 
copies of the supplemented or amended prospectus contemplated by paragraph (g) 
of this Section 5.3.  If any such registration statement or comparable 
statement under "blue sky" laws refers to any Holder by name or otherwise as 
the Holder of any securities of the Company, then such Holder shall have the 
right to require (i) the insertion therein of language, in form and substance 
satisfactory to such Holder and the Company, to the effect that the holding by 
such Holder of such securities is not to be construed as a recommendation by 
such Holder of the investment quality of the Company's securities covered 
thereby and that such holding does not imply that such Holder will assist in 
meeting any future financial requirements of the Company or (ii) in the event 
that such reference to such Holder by name or otherwise is not in the judgment 
of the Company, as advised by counsel, required by the Securities Act or any 
similar federal statute or any state "blue sky" or securities law then in 
force, the deletion of the reference to such Holder.

		 SECTION 5.4  Registration Expenses. 
 (a)  Each Holder of Registrable Securities 
(together with the Company, if the Company participates in a registration) 
participating in any registration pursuant to Section 5.1 shall pay its pro 
rata share of Expenses related to such registration on the basis of the number 
of Registrable Securities included in such registration by such Holder 
(including the Company, if applicable) relative to the number of securities 
included in such registration by all holders (including the Company, if 
applicable, and any other holders including securities in the registration 
pursuant to an agreement with the Company other than this Agreement), other 
than Expenses directly attributable to a particular Holder, which shall be 
borne by such Holder, provided that the Company shall bear all expenses of the 
initial registration effected pursuant to Section 5.1 upon the request of each 
of SPE, USI and the Claridge Group.

		(b)  Each Holder of Registrable Securities participating in any 
registration initiated by the Company pursuant to Section 5.2 shall pay its 
pro rata share of Expenses (other than Company Expenses which shall be borne 
by the Company) related to such registration on the basis of the number of 
Registrable Securities included in such registration by such Holder relative 
to the number of securities included in such registration by all holders 
(excluding the Company and including any holders including securities in the 
registration pursuant to an agreement with the Company other than this 
Agreement), other than Expenses directly attributable to a particular Holder 
which shall be borne by such Holder.

		(c)  Notwithstanding the foregoing, (i) the provisions of this 
Section 5.4 shall be deemed amended to the extent necessary to cause these 
expense provisions to comply with the "blue sky" laws of each state in which 
the offering is made, (ii) in connection with any registration hereunder, each 
Holder of Registrable Securities being registered shall pay all underwriting 
discounts and commissions and any transfer taxes, if any, attributable to the 
sale of such Registrable Securities, pro rata with respect to payments of 
discounts and commissions in accordance with the number of shares sold in the 
offering by such Holder, and (iii) the Company shall, in the case of all 
registrations under this Article V, be responsible for all its internal 
expenses (including all salaries and expenses of its officers and employees 
performing legal or accounting duties).

		 SECTION 5.5  Limitations on Sale or Distribution of 
Other Securities.  (a)  To the extent requested in writing by a managing 
underwriter, if any, of any registration effected pursuant to Section 5.1, 
each Holder of Registrable Securities agrees not to Transfer, including any 
sale pursuant to Rule 144 under the Securities Act, any Common Stock (other 
than as part of such underwritten public offering) during the time period 
reasonably requested by the managing underwriter, not to exceed 90 days (and 
the Company hereby also so agrees (except that the Company may effect any sale 
or distribution of any such securities pursuant to a registration on Form S-4 
(if reasonably acceptable to such managing underwriter) or Form S-8, or any 
successor or similar form that is then in effect or upon the conversion, 
exchange or exercise of any then outstanding Common Stock Equivalent) to use 
its reasonable best efforts to cause each holder of any equity security or any 
security convertible into or exchangeable or exercisable for any equity 
security of the Company purchased from the Company at any time other than in a 
public offering so to agree).  Each managing underwriter shall be entitled to 
rely on the agreements of each Holder of Registrable Securities set forth in 
this Section 5.5(a) and shall be a third party beneficiary of the provisions 
of this Section 5.5(a).

		(b)  The Company hereby agrees that, if it shall previously have 
received a request for registration pursuant to Section 5.1, and if such 
previous registration shall not have been withdrawn or abandoned, the Company 
shall not Transfer any Common Stock (other than as part of such underwritten 
public offering, a registration on Form S-4 or Form S-8 or any successor or 
similar form that is then in effect or upon the conversion, exchange or 
exercise of any then outstanding Common Stock Equivalent), until a period of 
90 days shall have elapsed from the effective date of such previous 
registration; and the Company shall so provide in any registration rights 
agreements hereafter entered into with respect to any of its securities.

		 SECTION 5.6  Company Right to Postpone Registration. 
 The Company 
shall be entitled to postpone for a reasonable period of time (but not 
exceeding 120 days) the filing of any registration statement otherwise 
required to be prepared and filed by it pursuant to this Agreement if the 
Company concludes that such registration and offering would materially 
adversely affect any financing, acquisition, corporate reorganization or other 
material transaction involving the Company or any of its Affiliates or would 
require premature disclosure thereof and the Company promptly gives the 
Holders of Registrable Securities requesting registration thereof pursuant to 
Section 5.1 written notice of such delay.  If the Company shall so postpone 
the filing of a registration statement, such Holders of Registrable Securities 
requesting registration thereof pursuant to Section 5.1 shall have the right 
to withdraw the request for registration by giving written notice to the 
Company within 30 days after receipt of the notice of postponement and, in the 
event of such withdrawal, such request shall not be counted for purposes of 
the requests for registration to which Holders of Registrable Securities are 
entitled pursuant to Section 5.1 hereof.

		 SECTION 5.7  No Required Sale.  
Nothing in this Agreement shall be deemed to create an 
independent obligation on the part of any Holder to sell any Registrable 
Securities pursuant to any effective registration statement.

		 SECTION 5.8  Indemnification.  
(a)  In the event of any registration of any securities of 
the Company under the Securities Act pursuant to this Article V, the Company 
will, and hereby does, indemnify and hold harmless, to the fullest extent 
permitted by law, each seller of any Registrable Securities covered by such 
registration statement, its directors, officers, affiliates, employees, 
stockholders, members and general and limited partners (and the directors, 
officers, affiliates, employees, stockholders, members and general and limited 
partners thereof), each other Person who participates as an underwriter in the 
offering or sale of such securities, each officer, director, employee, 
stockholder, member or general and limited partner of such underwriter, and 
each other Person, if any, who controls such seller or any such underwriter 
within the meaning of Section 15 of the Securities Act or Section 20 of the 
Exchange Act, against any and all losses, claims, damages or liabilities, 
joint or several, actions or proceedings (whether commenced or threatened) in 
respect thereof ("Claims") and expenses (including reasonable fees of counsel 
and any amounts paid in any settlement effected with the Company's consent, 
which consent shall not be unreasonably withheld or delayed) to which each 
such indemnified party may become subject under the Securities Act or 
otherwise, insofar as such Claims or expenses arise out of or are based upon 
(i) any untrue statement or alleged untrue statement of a material fact 
contained in any registration statement under which such securities were 
registered under the Securities Act, together with the documents incorporated 
by reference therein or the omission or alleged omission to state therein a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading, or (ii) any untrue statement or alleged 
untrue statement of a material fact contained in any preliminary, final or 
summary prospectus or any amendment or supplement thereto, together with the 
documents incorporated by reference therein, or the omission or alleged 
omission to state therein a material fact required to be stated therein or 
necessary in order to make the statements therein, in the light of the 
circumstances under which they were made, not misleading; provided, however, 
that the Company shall not be liable to any such indemnified party in any such 
case to the extent such Claim or expense arises out of or is based upon any 
untrue statement or alleged untrue statement of a material fact or omission or 
alleged omission of a material fact made in such registration statement or 
amendment thereof or supplement thereto or in any such prospectus or any 
preliminary, final or summary prospectus in reliance upon and in conformity 
with written information furnished to the Company by or on behalf of such 
indemnified party specifically for use therein.  Such indemnity and 
reimbursement of expenses shall remain in full force and effect regardless of 
any investigation made by or on behalf of such indemnified party and shall 
survive the Transfer of such securities by such seller.

		(b)  Each Holder of Registrable Securities that are included in 
the securities as to which any registration under Section 5.1 or 5.2 is being 
effected (and, if the Company requires as a condition to including any 
Registrable Securities in any registration statement filed in accordance with 
Section 5.1 or 5.2, any underwriter) shall, severally and not jointly, 
indemnify and hold harmless (in the same manner and to the same extent as set 
forth in paragraph (a) of this Section 5.8) to the extent permitted by law the 
Company, its officers and directors, each Person controlling the Company 
within the meaning of the Securities Act and all other prospective sellers and 
their directors, officers, general and limited partners and respective 
controlling Persons with respect to any untrue statement or alleged untrue 
statement of any material fact in, or omission or alleged omission of any 
material fact from, such registration statement, any preliminary, final or 
summary prospectus contained therein, or any amendment or supplement thereto, 
if such statement or alleged statement or omission or alleged omission was 
made in reliance upon and in conformity with written information furnished to 
the Company or its representatives by or on behalf of such Holder or 
underwriter specifically for use therein and reimburse such indemnified party 
for any legal or other expenses reasonably incurred in connection with 
investigating or defending any such Claim as such expenses are incurred; 
provided, however, that the aggregate amount that any such Holder shall be 
required to pay pursuant to this Section 5.8(b) and Sections 5.8(c) and 5.9 
shall in no case be greater than the amount of the net proceeds received by 
such person upon the sale of the Registrable Securities pursuant to the 
registration statement giving rise to such Claim.  Such indemnity and 
reimbursement of expenses shall remain in full force and effect regardless of 
any investigation made by or on behalf of such indemnified party and shall 
survive the Transfer of such securities by such Holder.

		(c)  Indemnification similar to that specified in the preceding 
paragraphs (a) and (b) of this Section 5.8 (with appropriate modifications) 
shall be given by the Company and each seller of Registrable Securities with 
respect to any required registration or other qualification of securities 
under any state securities and "blue sky" laws.

		(d)  Any person entitled to indemnification under this Agreement 
shall notify promptly the indemnifying party in writing of the commencement of 
any action or proceeding with respect to which a claim for indemnification may 
be made pursuant to this Section 5.8, but the failure of any indemnified party 
to provide such notice shall not relieve the indemnifying party of its 
obligations under the preceding paragraphs of this Section 5.8, except to the 
extent the indemnifying party is materially prejudiced thereby, and shall not 
relieve the indemnifying party from any liability that it may have to any 
indemnified party otherwise than under this Article V.  In case any action or 
proceeding is brought against an indemnified party and it shall notify the 
indemnifying party of the commencement thereof, the indemnifying party shall 
be entitled to participate therein and, unless in the reasonable opinion of 
outside counsel to the indemnified party a conflict of interest between such 
indemnified and indemnifying parties may exist in respect of such claim, to 
assume the defense thereof jointly with any other indemnifying party similarly 
notified, to the extent that it chooses, with counsel reasonably satisfactory 
to such indemnified party, and after notice from the indemnifying party to 
such indemnified party of its election to assume the defense thereof, the 
indemnifying party shall not be liable to such indemnified party for any legal 
or other expenses subsequently incurred by such indemnified party in 
connection with the defense thereof other than reasonable costs of 
investigation; provided, however, that if (i) the indemnifying party fails to 
take reasonable steps necessary to defend diligently the action or proceeding 
within 20 days after receiving notice from such indemnified party that the 
indemnified party believes it has failed to do so; (ii) such indemnified party 
who is a defendant in any action or proceeding that is also brought against 
the indemnifying party reasonably shall have concluded that there may be one 
or more legal defenses available to such indemnified party that are not 
available to the indemnifying party; or (iii) representation of both parties 
by the same counsel is otherwise inappropriate under applicable standards of 
professional conduct, then, in any such case, the indemnified party shall have 
the right to assume or continue its own defense as set forth above (but with 
no more than one firm of counsel for all indemnified parties in each 
jurisdiction who shall be approved by the Requisite Percentage of 
Participating Holders in the registration in respect of which such 
indemnification is sought), and the indemnifying party shall be liable for any 
expenses therefor.  No indemnifying party shall, without the written consent 
of the indemnified party, effect the settlement or compromise of, or consent 
to the entry of any judgment with respect to, any pending or threatened action 
or claim in respect of which indemnification or contribution may be sought 
hereunder (whether or not the indemnified party is an actual or potential 
party to such action or claim) unless such settlement, compromise or judgment 
(x) includes an unconditional release of the indemnified party from all 
liability arising out of such action or claim and (y) does not include a 
statement as to or an admission of fault, culpability or a failure to act, by 
or on behalf of any indemnified party.

		(e)  The indemnity agreements contained herein shall be in 
addition to any other rights to indemnification or contribution that any 
indemnified party may have pursuant to law or contract and shall remain 
operative and in full force and effect regardless of any investigation made or 
omitted by or on behalf of any indemnified party and shall survive the 
Transfer of the Registrable Securities by any such party.

		(f)  The indemnification and contribution required by this Section 
5.8 and Section 5.9 shall be made by periodic payments of the amount thereof 
during the course of the investigation or defense, as and when bills are 
received or expense, loss, damage or liability is incurred.

		SECTION 5.9  Contribution.
  (a)  If for any reason the indemnity provided for in Section 
5.8 is unavailable or is insufficient to hold harmless an indemnified party 
under Sections 5.8(a), (b) or (c), then each indemnifying party and the 
Company (i) as between the Company and the holders of Registrable Securities 
covered by a registration statement, on the one hand, and the underwriters, on 
the other, in such proportion as is appropriate to reflect the relative 
benefits received by the Company and such holders, on the one hand, and the 
underwriters, on the other, from the offering of the Registrable Securities, 
or if such allocation is not permitted by applicable law, in such proportion 
as is appropriate to reflect not only the relative benefits but also the 
relative fault of the Company and such holders, on the one hand, and of the 
underwriters, on the other, in connection with the statements or omissions 
that resulted in such losses, claims, damages or liabilities, as well as any 
other relevant equitable considerations, and (ii) as between the Company, on 
the one hand, and each holder of Registrable Securities covered by a 
registration statement, on the other, in such proportion as is appropriate to 
reflect the relative fault of the Company and of each such holder in 
connection with such statements or omissions, as well as any other relevant 
equitable considerations.  The relative benefits received by the Company and 
such holders, on the one hand, and the underwriters, on the other, shall be 
deemed to be in the same proportion as the total proceeds from the offering 
(net of underwriting discounts and commissions but before deducting expenses) 
received by the Company and such holders bear to the total underwriting 
discounts and commissions received by the underwriters.  The relative fault of 
the Company and such holders, on the one hand, and of the underwriters, on the 
other, shall be determined by reference to, among other things, whether the 
untrue or alleged untrue statement of a material fact or the omission or 
alleged omission to state a material fact relates to information supplied by 
the Company and such holders or by the underwriters.  The relative fault of 
the Company, on the one hand, and of each such holder, on the other, shall be 
determined by reference to, among other things, whether the untrue or alleged 
untrue statement of a material fact relates to information supplied by such 
party, and the parties' relative intent, knowledge, access to information and 
opportunity to correct or prevent such statement or omission.

		(b)  The Company and the holders of Registrable Securities agree 
that it would not be just and equitable if contribution pursuant to this 
Section 5.9 were determined by pro rata allocation (even if the underwriters 
were treated as one entity for such purpose) or by any other method of 
allocation that does not take account of the equitable considerations referred 
to in the next preceding paragraph.  The amount paid or payable by an 
indemnified party as a result of the losses, claims, damages or liabilities 
referred to in the next preceding paragraph shall be deemed to include, 
subject to the limitations set forth above, any legal or other expenses 
reasonably incurred by such indemnified party in connection with investigating 
or defending any such action or claim.  Notwithstanding the provisions of this 
Section 5.9, no underwriter shall be required to contribute any amount in 
excess of the amount by which the total price at which the Registrable 
Securities underwritten by it and distributed to the public exceeds the amount 
of any damages that such underwriter has otherwise been required to pay by 
reason of such untrue or alleged untrue statement or omission or alleged 
omission, and no holder of Registrable Securities shall be required to 
contribute any amount in excess of the amount by which the total price at 
which the Registrable Securities of such holder were offered to the public 
exceeds the amount of any damages that such holder has otherwise been required 
to pay by reason of such untrue or alleged untrue statement or omission or 
alleged omission.  No person guilty of fraudulent misrepresentation (within 
the meaning of Section 11(f) of the Securities Act) shall be entitled to 
contribution from any person who was not guilty of such fraudulent 
misrepresentation.  Each Stockholder's obligation to contribute pursuant to 
this Section 5.9 is several in the proportion that the proceeds of the 
offering received by such Stockholder bears to the total proceeds of the 
offering received by all the Stockholders and not joint.

		 SECTION 5.10  Underwritten Offerings.  
(a)  If requested by the underwriters for any 
underwritten offering by the Holders pursuant to a registration requested 
under Section 5.1, the Company shall enter into a customary underwriting 
agreement with the underwriters.  Such underwriting agreement shall be 
satisfactory in form and substance to the Initiating Holder and shall contain 
such representations and warranties by, and such other agreements on the part 
of, the Company and such other terms as are generally included in the standard 
underwriting agreement of such underwriters, including indemnities and 
contribution agreements.  Any Holder participating in the offering shall be a 
party to such underwriting agreement and may, at its option, require that any 
or all of the representations and warranties by, and the other agreements on 
the part of, the Company to and for the benefit of such underwriters shall 
also be made to and for the benefit of such Holder and that any or all of the 
conditions precedent to the obligations of such underwriters under such 
underwriting agreement be conditions precedent to the obligations of such 
Holder.  Such underwriting agreement shall also contain such representations 
and warranties by the participating Holders as are customary in agreements of 
that type.

		(b)  In the case of a registration pursuant to Section 5.2 hereof, 
if the Company shall have determined to enter into an underwriting agreement 
in connection therewith, all of the Holders' Registrable Securities to be 
included in such registration shall be subject to such underwriting agreement. 
 Any Holder participating in such registration may, at its option, require 
that any or all of the representations and warranties by, and the other 
agreements on the part of, the Company to and for the benefit of such 
underwriters shall also be made to and for the benefit of such Holder and that 
any or all of the conditions precedent to the obligations of such underwriters 
under such underwriting agreement be conditions precedent to the obligations 
of such Holder.  Such underwriting agreement shall also contain such 
representations and warranties by the participating Holders as are customary 
in agreements of that type.

		 SECTION 5.11  Rule 144. 
 The Company covenants and agrees that (i) so long as it remains 
subject to the reporting provisions of the Exchange Act, it will timely file 
the reports required to be filed by it under the Securities Act or the 
Exchange Act (including, but not limited to, the reports under Sections 13 and 
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under 
the Securities Act), and (ii) it will take such further action as any Holder 
of Registrable Securities may reasonably request, all to the extent required 
from time to time to enable such Holder to sell Registrable Securities without 
registration under the Securities Act within the limitation of the exemptions 
provided by (x) Rule 144 under the Securities Act, as such Rule may be amended 
from time to time, or (y) any similar rule or regulation hereafter adopted by 
the Commission.  Upon the request of any Holder of Registrable Securities, the 
Company will deliver to such Holder a written statement as to whether it has 
complied with such requirements.

		 SECTION 5.12  Article V Termination. 
 The rights and obligations of a Stockholder 
and its Permitted Transferees under this Article V shall terminate upon such 
Stockholder's Applicable Percentage equalling less than 3.5%, provided that in 
the event that a Stockholder's Applicable Percentage shall be less than 3.5% 
as a result of the issuance of additional Voting Shares by the Company, such 
Stockholder shall be so advised by the Company by written notice and the 
provisions of this Article V shall continue to bind and enure to the benefit 
of such Stockholder for a period of 180 days following such Stockholder's 
receipt of such notice and will continue to bind and enure to the benefit of 
such Stockholder thereafter in the event that such Stockholder (and/or its 
Permitted Transferees) acquires, during such 180-day period, a sufficient 
number of Voting Shares such that its Applicable Percentage equals or exceeds 
3.5%.


 				ARTICLE VI

	STANDSTILL

		 SECTION 6.1  Standstill with the Company. 
 (a)  Each of SPE and USI and 
each member of the Claridge Group covenants and agrees with the Company and 
with each of SPE and USI that such Stockholder shall not, and shall cause its 
Affiliates not to, acquire, directly or indirectly, the beneficial ownership 
of any additional Voting Shares (except by way of stock dividends, stock 
reclassifications or other distributions or offerings made available to 
holders of Voting Shares generally), except for:

			(i)  subject to the provisions at the end of clause (ii) 
below, acquisitions of a number of Voting Shares representing up to an 
aggregate of 5% of the Company's outstanding Voting Shares in open 
market purchases or in privately-negotiated transactions during any 
rolling 12-month period (measuring the outstanding Voting Shares as of 
the first day of such period), provided that any such acquisition in a 
privately-negotiated transaction shall not be at a price in excess of 3% 
of the closing price of such Voting Shares on the principal exchange or 
market on which such security may be listed or trade on the trading day 
immediately preceding the date on which a binding agreement is entered 
into regarding such acquisition and, in the event a closing price is 
unavailable, such price shall not be in excess of Fair Market Value ;

			(ii)  acquisitions in privately-negotiated transactions from 
five or fewer persons pursuant to offers not made generally to holders 
of Voting Shares and pursuant to which the value of any consideration 
paid for any Voting Shares, including brokerage fees or commissions, 
does not exceed 115% of the "Market Price" (as determined in accordance 
with the regulations under the Securities Act (Ontario)), provided, 
however, that no acquisition shall be permitted pursuant to clause (i) 
or (ii) if, as a result of such acquisition, the Public Stockholders 
would beneficially own less than 20% of the outstanding Voting Shares, 
provided, further, that the foregoing proviso shall not be applicable to 
USI or any of its Affiliates, SPE or any of its Affiliates or the 
members of the Claridge Group if, upon consummation of such acquisition, 
such Stockholder's Applicable Percentage would be less than 25%.

			(iii)  acquisitions from SPE, USI, members of the Claridge 
Group and their respective Permitted Transferees;

			(iv)  acquisitions from the Company pursuant to Section 7.1 
or on terms and conditions approved by a Determination of the 
Independent Directors;

			(v)  acquisitions pursuant to a tender offer or exchange 
offer made in accordance with applicable law; 

			(vi)  if the Company shall have issued or sold Voting Shares 
(other than pursuant to the Equity Offering) to any Person other than 
such Stockholder or a Permitted Transferee thereof without effecting a 
pro rata issuance of Voting Shares to such Stockholder or a Permitted 
Transferee thereof (calculated based on such Stockholder's Applicable 
Percentage at the time of such issuance or sale), acquisitions (whether 
pursuant to Section 7.1 or otherwise) of an aggregate number of Voting 
Shares equal to the number of Voting Shares that would result in such 
Stockholder having the same Applicable Percentage as such Stockholder 
would have had if the Company had not issued or sold such Voting Shares; 
or

			(vii)  acquisitions of Common Stock upon the conversion of 
Non-Voting Common Stock.

		(b)  Notwithstanding anything to the contrary contained in Section 
6.1(a), in the case of any acquisition permitted pursuant to Section 6.1(a) 
that would constitute a "Rule 13e-3 transaction" (as defined in Rule 13e-3 
under the Exchange Act), prior to the consummation of any such transaction (x) 
a nationally recognized investment bank shall have delivered an opinion to the 
Board that such transaction is fair from a financial point of view to the 
stockholders of the Company, other than the applicable Stockholder, (y) a 
majority of the Independent Directors shall have approved the transaction and 
(z) if the Public Stockholders beneficially own more than 20% of the Voting 
Shares and if approval of stockholders of the Company is required by the DGCL 
or the Certificate, a majority of the shares of Common Stock held by such 
holders shall have been voted in favor of the transaction.

		(c)  The restrictions of Section 6.1(a) and 6.1(b) shall terminate 
on the earlier of (x) the six-year anniversary of the Closing and (y) any time 
after the four-year anniversary of the Closing upon the Claridge Group ceasing 
to have the right to designate a Director pursuant to Section 2.1, or upon the 
occurrence of:

			(i)  a bona fide tender or exchange offer to acquire more 
than 20% of the Voting Shares having been made by any Person (except 
that such restrictions shall not terminate as to any Stockholder if such 
tender or exchange offer is made by such Stockholder or any of its 
Affiliates or by any Person acting in concert with such Stockholder or 
any of its Affiliates or is induced by such Stockholder or any of its 
Affiliates), provided that if such offer is withdrawn or expires without 
being consummated, Section 6.1(a) and 6.1(b) shall be reinstated (but no 
such reinstatement shall prohibit any Stockholder from thereafter 
purchasing Voting Shares pursuant to a contract entered into prior to 
the withdrawal or expiration of such tender offer or exchange offer or 
pursuant to a tender offer or exchange offer commenced by a Stockholder 
prior to such time);

			(ii)  the Applicable Percentage of SPE, USI or the Claridge 
Group equaling or exceeding 80%, provided that, in the case of USI, such 
percentage shall be 33 1/3% at any time USI and its Affiliates 
beneficially own more Voting Shares than any other holder of Common 
Stock;

			(iii)  with respect to any Stockholder, such Stockholder's 
Applicable Percentage being less than 15% (provided that such 
restrictions shall be reinstated if such Stockholder's Applicable 
Percentage equals or exceeds 15% within one year thereafter);

			(iv)  any Person (other than a Stockholder or a Permitted 
Transferee) beneficially owning more than 20% of the Voting Shares, 
excluding from the Voting Shares beneficially owned by such Person 
Voting Shares acquired from a Stockholder, a Permitted Transferee or the 
Company; or

			(v)  the Public Stockholders beneficially owning more than 
66 2/3% of the Voting Shares.

		(d)  Notwithstanding anything to the contrary herein, if a 
Stockholder who would otherwise be in violation of Section 6.1(a) has violated 
such Section inadvertently, and after becoming aware of such violation such 
Stockholder divests as promptly as practicable a sufficient number of Voting 
Shares so that such Stockholder would no longer be in violation of such 
Section, then such Stockholder shall not be deemed to have been in violation 
of Section 6.1(a) for any purposes of this Agreement.

		(e)  Notwithstanding anything to the contrary herein, the 
provisions of Section 6.1(a) shall not be applicable to any member of the 
Claridge Group so long as the Applicable Percentage of the Claridge Group is 
less than 15% (provided that an acquisition by any member of the Claridge 
Group shall be subject to the restriction of Section 6.1(a) if such 
acquisition would result in the Applicable Percentage of the Claridge Group 
equalling or exceeding 15%).

		 SECTION 6.2  Standstill among the Stockholders. 
 (a)  Each of SPE and USI 
covenants and agrees with the other and each member of the Claridge Group 
covenants and agrees with each of SPE and USI that neither such Stockholder 
nor any of its Affiliates will acquire, directly or indirectly, the beneficial 
ownership of any Voting Shares if immediately prior to such acquisition such 
Stockholder's Applicable Percentage exceeds 50%, excluding Voting Shares 
acquired from another Stockholder or its Permitted Transferees, or if, as a 
result of such acquisition, (i) such Stockholder and its Affiliates would 
beneficially own an aggregate of more than 50% of the Voting Shares, excluding 
Voting Shares acquired from another Stockholder or its Permitted Transferees, 
or (ii) the Public Stockholders would beneficially own less than 20% of the 
outstanding Voting Shares; provided, however, that this clause (ii) shall not 
be applicable to USI or any of its Affiliates, or SPE or any of its Affiliates 
or the members of the Claridge Group and their respective Affiliates, if, upon 
consummation of such acquisition, such Stockholder's Applicable Percentage 
would be less than 25%.  Notwithstanding the foregoing, the provisions of this 
Section 6.2(a) shall not prohibit the acquisition of Common Stock upon the 
conversion of Non-Voting Common Stock.

		(b)  The restrictions of Section 6.2(a) shall terminate if:

			(i)  the Applicable Percentage of either SPE or USI is less 
than 10% (provided that such restrictions shall be reinstated if such 
Stockholder's Applicable Percentage equals or exceeds 10% within one 
year thereafter);

			(ii)  a bona fide tender or exchange offer to acquire more 
than 15% of the outstanding Voting Shares is made by any Person (except 
that such restrictions shall not terminate as to any Stockholder if such 
tender or exchange offer is made by such Stockholder or any of its 
Affiliates or by any Person acting in concert with such Stockholder or 
any of its Affiliates or is induced by such Stockholder or any of its 
Affiliates), provided that if such offer is withdrawn or expires without 
being consummated, Section 6.2(a) shall be reinstated (but no such 
reinstatement shall prohibit any Stockholder from thereafter purchasing 
Voting Shares pursuant to a contract entered into prior to the 
withdrawal or expiration of such tender offer or exchange offer or 
pursuant to a tender offer or exchange offer commenced by a Stockholder 
prior to such time); or

			(iii)  any Person (other than a Stockholder or a Permitted 
Transferee) beneficially owns more than 15% of the Voting Shares, 
excluding Voting Shares acquired from a Stockholder or a Permitted 
Transferee, but only if the sum of the Applicable Percentages of SPE and 
USI is less than 45%.

		(c)  Notwithstanding anything to the contrary herein, if a 
Stockholder who would otherwise be in violation of Section 6.2(a) has violated 
such Section inadvertently, and after becoming aware of such violation such 
Stockholder divests as promptly as practicable a sufficient number of Voting 
Shares so that such Stockholder would no longer be in violation of such 
Section, then such Stockholder shall not be deemed to have been in violation 
of Section 6.2(a) for any purposes of this Agreement.

		(d)  Notwithstanding anything to the contrary herein, the 
provisions of Section 6.2(a) shall not be applicable to any member of the 
Claridge Group so long as the Applicable Percentage of the Claridge Group is 
less than 10% (provided that an acquisition by any member of the Claridge 
Group shall be subject to the restrictions of Section 6.2(a) if such 
acquisition would result in the Applicable Percentage of the Claridge Group 
equalling or exceeding 10%).


 			ARTICLE VII 

	EQUITY PURCHASE RIGHTS

		 SECTION 7.1  Equity Purchase Rights. 
 (a)  If the Company proposes to issue or 
sell any Voting Shares pursuant to a transaction in respect of which SPE or 
USI shall have the right to consent pursuant to clause (vii) of Section 3.1(a) 
(any such Stockholder, an "Offeree"), each Offeree shall have the right, 
exercisable in whole or in part and subject to the applicable rules of any 
stock exchange on which the Common Stock shall then be listed, to acquire from 
the Company up to a number of shares or other amount of Voting Shares equal to 
the number or amount of Voting Shares proposed to be issued or sold to Persons 
other than such Offeree or any of its Affiliates (the "Issuance Shares") 
multiplied by such Offeree's then Applicable Percentage, prior to giving 
effect to the consummation of the proposed issuance or sale and any 
acquisition by an Offeree pursuant to this Section 7.1(a) (with respect to 
each Offeree, the number or amount of Voting Shares which such Offeree may 
purchase pursuant to this Section 7.1(a) shall be referred to as such 
Offeree's "Offered Shares").  Notwithstanding anything to the contrary 
contained in this Section 7.1(a), in the event that SPE and its Permitted 
Transferees beneficially own Non-Voting Common Stock and Common Stock, SPE's 
Offered Shares will be allocated between Non-Voting Common Stock and Common 
Stock in the same proportion.

		(b)  The Company shall give written notice of a proposed issuance 
or sale described in Section 7.1(a) to each Offeree within two Business Days 
following any meeting of the Board of Directors at which any such issuance or 
sale is approved.  Such notice (the "Issuance Notice") shall set forth the 
material terms and conditions of such proposed transaction, including the name 
of any proposed purchaser(s) or the proposed manner of disposition, in the 
case of a public offering, the number or amount and description of the 
Issuance Shares and, except in the case of a public offering, the proposed 
purchase price per share, including a description of any non-cash 
consideration sufficiently detailed to permit valuation thereof.  Such notice 
shall also set forth the number of Offered Shares for all Stockholders and 
shall be accompanied by any written offer from the prospective purchaser to 
purchase such Voting Shares, if available and permitted pursuant to the terms 
thereof.  The Issuance Notice shall be received by each Offeree at least 20 
days prior to the proposed issuance or sale.

		(c)  At any time during the 20-day period following an Offeree's 
receipt of an Issuance Notice, each Offeree shall have the right to 
irrevocably elect to purchase up to the number of such Offeree's Offered 
Shares at the purchase price set forth in the Issuance Notice (or if such 
price includes property other than cash, the equivalent in cash of such price) 
and upon the other terms and conditions specified in the Issuance Notice by 
delivering a written notice to the Company.  Except as provided in the 
following sentence, such purchase(s) shall be consummated concurrently with 
the consummation of the issuance or sale described in the Issuance Notice.  
The closing of any purchase by an Offeree may be extended beyond the closing 
of the transaction described in the Issuance Notice to the extent necessary to 
obtain required governmental approvals and other required approvals and the 
Company and the Offeree shall use their respective best efforts to obtain such 
approvals.

		(d)  If the Offeree(s) do not elect pursuant to Section 7.1(c) to 
purchase Offered Shares, the Company shall be free to complete the proposed 
issuance or sale described in the Issuance Notice on terms no less favorable 
to the Company than those set forth in the Issuance Notice, provided that (x) 
such issuance or sale is closed within 90 days after the latest of the 
expiration of the 20-day period described in Section 7.1(c) or, in the case of 
a public offering, within 20 days of the declaration by the Commission of the 
effectiveness of the applicable registration statement filed by the Company, 
(y) the price at which the Voting Shares are transferred must be equal to or 
higher than the purchase price described in the Issuance Notice (except in the 
case of a public offering, in which case the price at which the Voting Shares 
are sold (before deducting underwriting discounts and commissions) shall be 
equal to at least 90% of such price) and (z) subject to Section 7.1(f), the 
amount of securities to be issued or sold by the Company may be reduced.  Such 
periods within which such issuance or sale must be closed shall be extended to 
the extent necessary to obtain required governmental approvals and other 
required approvals and the Company shall use its best efforts to obtain such 
approvals.

		(e)  If (i) the consideration specified in the Issuance Notice 
consists of, or includes, consideration other than cash or a publicly traded 
security for which a closing market price is published for each Business Day, 
or (ii) any property other than Voting Shares is proposed to be transferred by 
the Company in connection with the transaction to which the Issuance Notice 
relates, then the price payable by the Offerees under this Section 7.1 shall 
be the Determination of the Independent Directors of the Fair Market Value of 
the consideration per share or other amount in the case of clause (i) and the 
Determination of the Independent Directors of the Fair Market Value of the 
consideration per share or other amount determined to be properly allocable to 
the Voting Shares in the case of clause (ii).  Notwithstanding anything to the 
contrary contained in this Section 7.1, the time periods applicable to an 
election by the Offerees to purchase the Offered Shares set forth in Section 
7.1(c) shall not be deemed to commence until the Determination of the 
Independent Directors under this Section 7.1(e) has been made.  The Company 
agrees to use its best efforts to cause the Determination of the Independent 
Directors under this Section 7.1(e) to be made as promptly as practicable but 
in no event later than ten Business Days after delivery by the Company of the 
Issuance Notice.

		(f)  To the extent that, after an Offeree's election to acquire 
Voting Shares pursuant to its purchase right under this Section 7.1, the 
number of Issuance Shares shall be reduced (whether at the discretion of the 
Company or otherwise), then the number of shares or other amount of Voting 
Shares that such Offeree has the right to acquire under this Section 7.1 shall 
be reduced pro rata and such Offeree's election shall be deemed to have been 
its irrevocable commitment to purchase such reduced number of shares or other 
amount of such Voting Shares.

		(g)  Notwithstanding anything to the contrary contained in this 
Section 7.1, an Offeree shall not be entitled to purchase any securities 
pursuant to this Section 7.1 (i) unless and until the Company actually issues 
or sells the securities that gave rise to the Offeree's purchase right under 
this Section 7.1 (and the Company may in its sole discretion elect at any time 
to abandon any such issuance or sale) or (ii) in connection with any pro rata 
stock split, stock dividend or other combination or reclassification of any 
Capital Stock of the Company.

		(h)  Notwithstanding anything to the contrary contained in this 
Section 7.1, upon any purchase of Voting Shares by an Offeree pursuant to this 
Section 7.1 on a later date than the issuance or sale of securities described 
in the Issuance Notice (x) the purchase price shall be adjusted by subtracting 
therefrom the Fair Market Value (as established by a Determination of the 
Independent Directors) of any dividend or distribution received in respect of 
such Voting Shares after the date of such issuance and prior to the purchase 
by such Offeree hereunder, (y) the purchase price and number of shares or 
amount to be purchased shall be adjusted to reflect any stock split, stock 
dividend, or other combination or reclassification of the Company's Capital 
Stock during such time and (z) such Offeree shall be entitled to exercise any 
rights to purchase additional Voting Shares available to all holders of Voting 
Shares proportionately that it would have been entitled to exercise if it had 
been the owner of the Voting Shares purchased by such Offeree hereunder on the 
record date for the distribution of such rights.


 			ARTICLE VIII

	MISCELLANEOUS

		 SECTION 8.1  Conflicting Agreements.  
Each Stockholder and the Company represents 
and warrants that such party has not granted and is not a party to any proxy, 
voting trust or other agreement that is inconsistent with or conflicts with 
any provision of this Agreement.

		 SECTION 8.2  Duration of Agreement.  
Except as otherwise provided in this 
Agreement, the rights and obligations of a Stockholder and its Permitted 
Transferees under this Agreement shall terminate upon such Stockholder's 
Applicable Percentage equalling less than 6.25% (or, in the case of the 
members of the Claridge Group, 3.5% until the five-year anniversary of the 
Closing and 5% thereafter), provided that in the event that a Stockholder's 
Applicable Percentage shall be less than 6.25% (or, in the case of the members 
of the Claridge Group, 3.5% until the five-year anniversary of the Closing and 
5% thereafter) as a result of the issuance of additional Voting Shares by the 
Company, such Stockholder shall be so advised by the Company by written notice 
following any required recalculation of the number of such Stockholder's 
designees pursuant to Section 2.1(e) or Section 2.1(g), and the Agreement 
shall continue to bind and enure to the benefit of such Stockholder for a 
period of 180 days following such Stockholder's receipt of such notice and 
will continue to bind and enure to the benefit of such Stockholder thereafter 
in the event that such Stockholder (and/or its Permitted Transferees) 
acquires, during such 180-day period, a sufficient number of Voting Shares 
such that its Applicable Percentage equals or exceeds the applicable 
percentage set forth above.

		 SECTION 8.3  Best Efforts. 
Each of SPE and USI covenant and agree with the other to use 
its best efforts to cause the Company to fulfill the Company's obligations 
under Article II and Article III of this Agreement.  If either SPE or USI 
fails to use its best efforts to cause the Company to fulfill in any material 
respect any of the Company's obligations under Article II or Article III, such 
Stockholder shall immediately cease to have any rights under the provisions of 
such Articles, provided, however, that if such failure is reasonably capable 
of being cured, such Stockholder shall retain its rights under such provisions 
if such failure is cured within 30 days after such Stockholder has received 
written notice of such failure.

		 SECTION 8.4  Ownership Information. 
 (a)  For purposes of this Agreement, a 
Stockholder, in determining the amount of outstanding Voting Shares, may rely 
upon information set forth in the most recent quarterly or annual report, and 
any current report subsequent thereto, filed by the Company with the 
Commission, unless the Company shall have updated such information by delivery 
of notice to all Stockholders. 

		(b)  Upon the reasonable request of the Company or any 
Stockholder, each Stockholder shall deliver to the Company and each other 
Stockholder a notice specifying the amount of each class of Voting Shares then 
beneficially owned by such Stockholder, its Permitted Transferees and its 
Affiliates.  The Company and the other Stockholders shall be entitled to rely 
on the most recently delivered such notice for all purposes of this Agreement, 
unless such Stockholder shall have updated such information by delivery of a 
subsequent notice (including a notice delivered pursuant to Section 4.6). 

		 SECTION 8.5  Further Assurances.  
At any time or from time to time after the date 
hereof, the parties agree to cooperate with each other, and at the request of 
any other party, to execute and deliver any further instruments or documents 
and to take all such further action as the other party may reasonably request 
in order to evidence or effectuate the consummation of the transactions 
contemplated hereby and to otherwise carry out the intent of the parties 
hereunder.

		 SECTION 8.6  Amendment and Waiver.  
Except as otherwise provided herein, no 
modification, amendment or waiver of any provision of this Agreement shall be 
effective against the Company or any Stockholder unless such modification, 
amendment or waiver is approved in writing by the Company and each Stockholder 
whose rights or obligations hereunder are affected by such modification, 
amendment or waiver, provided that (i) the Company shall not agree to any of 
the foregoing without the prior written consent of SPE and USI and (ii) unless 
approved by a Determination of the Independent Directors, the Company shall 
not agree to any amendment, modification or waiver of any provision contained 
in Section 2.1 (other than Section 2.1(c) and 2.1(k)), Sections 2.6 and 2.7, 
clauses (v) and (vi) of Section 3.1(a), Sections 3.3, 3.4, 4.1, 4.2, 4.5(b), 
6.1 and 8.2 or this Section 8.6.  The failure of any party to enforce any of 
the provisions of this Agreement shall in no way be construed as a waiver of 
such provisions and shall not affect the right of such party thereafter to 
enforce each and every provision of this Agreement in accordance with its 
terms.

		 SECTION 8.7  Severability.  
Whenever possible, each provision of this Agreement shall be 
interpreted in such manner as to be effective and valid under applicable law, 
but if any provision of this Agreement is held to be invalid, illegal or 
unenforceable in any respect under any applicable law or rule in any 
jurisdiction, such invalidity, illegality or unenforceability shall not affect 
any other provision or any other jurisdiction, but this Agreement shall be 
reformed, construed and enforced in such jurisdiction as if such invalid, 
illegal or unenforceable provision had never been contained herein.

		 SECTION 8.8  Entire Agreement. 
Except as otherwise expressly set forth herein, 
this document and the other documents dated the date hereof embody the 
complete agreement and understanding among the parties hereto with respect to 
the subject matter hereof and supersede and preempt any prior understandings, 
agreements or representations by or among the parties, written or oral, that 
may have related to the subject matter hereof in any way.  Without limiting 
the generality of the foregoing, to the extent that any of the terms hereof 
are inconsistent with the rights or obligations of any Stockholder under any 
other agreement with the Company, the terms of this Agreement shall govern.

		  SECTION 8.9  Successors and Assigns. 
Except as provided in Section 4.5, neither 
this Agreement nor any of the rights or obligations under this Agreement shall 
be assigned, in whole or in part (except by operation of law pursuant to a 
merger whose purpose is not to avoid the provisions of this Agreement), by any 
party without the prior written consent of the other parties hereto.  Subject 
to the foregoing, this Agreement shall bind and inure to the benefit of and be 
enforceable by the parties hereto and their respective successors and assigns.

		 SECTION 8.10  Counterparts. 
This Agreement may be executed in separate counterparts each 
of which shall be an original and all of which taken together shall constitute 
one and the same agreement.

		 SECTION 8.11  Remedies.
(a)  Each party hereto acknowledges that money damages would not 
be an adequate remedy in the event that any of the covenants or agreements in 
this Agreement are not performed in accordance with its terms, and it is 
therefore agreed that, subject to the provisions of Section 3.3, in addition 
to and without limiting any other remedy or right it may have, the non-
breaching party will have the right to an injunction, temporary restraining 
order or other equitable relief in any court of competent jurisdiction 
enjoining any such breach and enforcing specifically the terms and provisions 
hereof.

		(b)  All rights, powers and remedies provided under this Agreement 
or otherwise available in respect hereof at law or in equity shall be 
cumulative and not alternative, and the exercise or beginning of the exercise 
of any thereof by any party shall not preclude the simultaneous or later 
exercise of any other such right, power or remedy by such party.

		(c)  In the event that either SPE or USI (the "Aggrieved 
Stockholder") has a good faith belief that any other Stockholder or the 
Company is likely to breach in any material respect or has breached in any 
material respect any of its obligations under Sections 2.1, 2.4, 2.5, 2.6, 
2.7, 3.1, 3.2 or 3.5 or Article VI of this Agreement, upon notice of such 
belief from the Aggrieved Stockholder, such Stockholder and/or the Company, as 
the case may be, agrees to immediately cease taking any action to the extent 
such Aggrieved Stockholder believes in good faith that such action breaches or 
would breach any of the foregoing provisions of this Agreement in any material 
respect.  Upon receipt of notice of the Aggrieved Stockholder's belief and 
until the dispute is resolved, the Company and each of the Stockholders agree 
not to take any action that would facilitate any such breach and to take 
reasonable actions to prevent such breach, if it has not yet occurred, or to 
minimize any adverse consequences to the Aggrieved Stockholder of any such 
breach. The parties agree that the Aggrieved Stockholder shall have the right 
to a temporary restraining order from any court of competent jurisdiction 
enjoining any such breach or potential breach (or otherwise preserving the 
status quo) pending decision as to whether the Aggrieved Stockholder's belief 
is correct by, at the Aggrieved Stockholder's election, the court or the 
Arbitrator.  If the Aggrieved Stockholder seeks a judicial determination of 
such dispute, the parties agree that the court should schedule a hearing to 
resolve the dispute on one day's notice.  If the court or the Arbitrator, as 
applicable, shall determine that there is a breach or potential breach, the 
parties agree that the court or the Arbitrator, as applicable, should impose a 
remedy that would put the Aggrieved Stockholder in the same position it would 
have been in had there been no such dispute.  If any dispute under this 
Section has been previously determined by a court or the Arbitrator adversely 
against any party, in connection with any subsequent dispute that is 
determined by a court or an Arbitrator adversely against such party, such 
party shall bear all costs and expenses of the Arbitrator or the court, as the 
case may be, in connection with such subsequent dispute. 

		(d)  In the event that SPE or the Company shall breach in any 
material respect any of their respective obligations to USI under this 
Agreement, at the request of USI, SPE and the Company shall use their 
respective best efforts to amend the Certificate as soon as practicable, 
including calling a special meeting of stockholders or soliciting written 
consents from stockholders, so as to authorize a class of common stock of the 
Company which would be issued by the Company to USI and its Permitted 
Transferees on a one-for-one basis in exchange for all the Shares then 
beneficially owned by them.  Such class of common stock would be identical in 
all respects to the existing Common Stock, except that (i) the consent rights 
contained in Article III would be incorporated in such class and SPE and USI 
would cease to have any consent rights under this Agreement, (ii) such class 
would entitle the holders thereof to proportionate Board representation on the 
same basis that USI is entitled to Board representation pursuant to Article II 
and (iii) shares of such class could be converted from time to time at the 
holder's election into Common Stock on a share-for-share basis.  In addition, 
USI and its Affiliates will have the right to convert any Common Stock from 
time to time into shares of such class on a share-for-share basis.

		 SECTION 8.12  Notices.  
Any notice, request, claim, demand or other communication under 
this Agreement shall be in writing, shall be either personally delivered or 
sent by reputable overnight courier service (charges prepaid) to the address 
for such Person set forth below or such other address as the recipient party 
has specified by prior written notice to the other parties hereto and shall be 
deemed to have been given hereunder when delivered personally or one day after 
deposit with a reputable overnight courier service.

		
		If to the Company:
		
		LTM Holdings, Inc.
		711 Fifth Avenue, 11th Floor
		New York, NY  10022
		Attention:  Larry Ruisi
		
		with a copy to:
		
		Fried, Frank, Harris, Shriver & Jacobson
		One New York Plaza
		New York, NY  10004
		Attention:  David Golay
		
		If to SPE:
		
		Sony Pictures Entertainment
		10202 West Washington Boulevard
		Culver City, CA  90232
		Attention:  Ronald N. Jacobi
		
		with a copy to:
		
		Dewey Ballantine
		1301 Avenue of the Americas
		New York, NY  10019
		Attention:  Morton A. Pierce
		
		If to USI:
		
		Universal Studios, Inc.
		100 Universal City Plaza
		Universal City, CA  91608
		Attention:  Brian C. Mulligan
		
		with a copy to:
		
		Simpson Thacher & Bartlett
		425 Lexington Avenue
		New York, NY  10017-3909
		Attention:  John G. Finley
		
		
		
		
		
		If to the Trust:
		
		Charles Rosner Bronfman Family Trust
		c/o Claridge Inc.
		1170 Peel Street, 8th Floor
		Montreal, Quebec, Canada H3B 4P2
		Attention:  Robert Rabinovitch
		
		with a copy to:
		
		Goodman Phillips & Vineberg
		1501 McGill College Avenue, 26th Floor
		Montreal, Quebec, Canada H3A 3N9
		Attention:  Michael D. Vineberg
		
		 SECTION 8.13  Governing Law; Consent to 
Jurisdiction.  This Agreement shall be governed by and construed in 
accordance with the laws of the State of Delaware without giving effect to the 
principles of conflicts of law.  Except as provided in Section 3.3, each of 
the parties hereto hereby irrevocably and unconditionally consents to submit 
to the non-exclusive jurisdiction of the courts of the State of New York and 
of the United States of America, in each case located in the County of New 
York, for any action, proceeding or investigation in any court or before any 
governmental authority ("Litigation") arising out of or relating to this 
Agreement and the transactions contemplated hereby and further agrees that 
service of any process, summons, notice or document by U.S. or Canadian 
registered mail to its respective address set forth in this Agreement shall be 
effective service of process for any Litigation brought against it in any such 
court.  Each of the parties hereto hereby irrevocably and unconditionally 
waives any objection to the laying of venue of any Litigation arising out of 
this Agreement or the transactions contemplated hereby in the courts of the 
State of New York or the United States of America, in each case located in the 
County of New York, and hereby further irrevocably and unconditionally waives 
and agrees not to plead or claim in any such court that any such Litigation 
brought in any such court has been brought in an inconvenient forum.  Each of 
the parties irrevocably and unconditionally waives, to the fullest extent 
permitted by applicable law, any and all rights to trial by jury in connection 
with any Litigation arising out of or relating to this Agreement or the 
transactions contemplated hereby.

		 SECTION 8.14  Legends.  
(a)  Upon original issuance thereof, and until such time as the 
same is no longer required hereunder or under the applicable requirements of 
the Securities Act or applicable state securities or "blue sky" laws, any 
certificate issued representing any Shares held by a Stockholder or any 
Permitted Transferee (including all certificates issued upon Transfer 
(including to any Third Party Transferee who has entered into an agreement 
contemplated by Section 4.5(c)) or in exchange thereof or in substitution 
therefor) shall bear the following legend:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VOTING 
AGREEMENTS AND RESTRICTIONS ON TRANSFER SET FORTH IN A CERTAIN 
STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 30, 1997 AMONG SONY 
PICTURES ENTERTAINMENT, INC., UNIVERSAL STUDIOS, INC., CHARLES 
ROSNER BRONFMAN FAMILY TRUST, THE OTHER STOCKHOLDERS PARTY THERETO 
AND LTM HOLDINGS, INC. (THE "COMPANY"), COPIES OF WHICH AGREEMENT 
ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

		(b)  The certificates representing the Shares (including any 
certificate issued upon Transfer (including to any Third Party Transferee who 
has entered into an agreement contemplated by Section 4.5(c)) or in exchange 
thereof or in substitution therefor) shall also bear any legend required under 
any applicable state securities or "blue sky" laws.

		(c)  The Company may make a notation on its records or give 
instructions to any transfer agents or registrars for the Voting Shares in 
order to implement the restrictions on Transfer set forth in Article IV.

		(d)  In connection with any Transfer of Voting Shares, the 
transferor shall provide the Company with such customary certificates, 
opinions and other documents as the Company may reasonably request to assure 
that such Transfer complies fully with applicable securities and other laws.

		(e)  The Company shall not incur any liability for any delay in 
recognizing any Transfer of Voting Shares if the Company in good faith 
reasonably believes that such Transfer may have been or would be in violation 
in any material respect of the provisions of the Securities Act, applicable 
state securities or "blue sky" laws, or this Agreement.

		(f)  After such time as any of the legends described by this 
Section 8.14 are no longer required on any certificate or certificates 
representing the Voting Shares, upon the request of any Stockholder, the 
Company will cause such Stockholder's certificate or certificates to be 
exchanged for a certificate or certificates that do not bear such legend.

		 SECTION 8.15  Interpretation.  
The table of contents and headings contained in 
this Agreement are for reference purposes only and shall not affect in any way 
the meaning or interpretation of this Agreement.  Whenever the words 
"include", "includes" or "including" are used in this Agreement, they shall be 
deemed to be followed by the words "without limitation".

		 SECTION 8.16  Agents for Stockholders.  
(a)  The Trust shall act as the 
sole agent for each member of the Claridge Group and its Permitted Transferees 
(if any) and shall be authorized to exercise all rights of the members of the 
Claridge Group and such Permitted Transferees hereunder except that the 
designation of Claridge Directors shall be effected by such party as may be 
designed in writing at any time or from time to time by the members of the 
Claridge Group.  The Trust shall have sole power and authority to take any 
action on behalf of the members of the Claridge Group and such Permitted 
Transferees pursuant to this Agreement, including delivering any notice or 
granting any waiver or consent hereunder, and the other parties hereto shall 
be entitled to rely on any action taken by the Trust as being taken on behalf 
of all members of the Claridge Group and such Permitted Transferees.  The 
rights of the members of the Claridge Group and such Permitted Transferees 
under this Agreement shall be exercised only by the Trust on behalf of such 
members and such Permitted Transferees and no such members or Permitted 
Transferees shall be separately entitled to exercise any such rights.  Any 
notice required to be delivered hereunder to any such member or Permitted 
Transferee shall be delivered to the Trust.

		(b)  SPE shall act as the sole agent for each of its Permitted 
Transferees (if any) and shall be authorized to exercise all rights of such 
Permitted Transferees hereunder.  SPE shall have sole power and authority to 
take any action on behalf of its Permitted Transferees pursuant to this 
Agreement, including delivering any notice or granting any waiver or consent 
hereunder, and the other parties hereto shall be entitled to rely on any 
action taken by SPE as being taken on behalf of such Permitted Transferees.  
The rights of such Permitted Transferees under this Agreement shall be 
exercised only by SPE on behalf of such Permitted Transferees and no such 
Permitted Transferees shall be separately entitled to exercise any such 
rights.  Any notice required to be delivered hereunder to any such Permitted 
Transferee shall be delivered to SPE.

		(c)  USI shall act as the sole agent for each of its Permitted 
Transferees (if any) and shall be authorized to exercise all rights of such 
Permitted Transferees hereunder.  USI shall have sole power and authority to 
take any action on behalf of its Permitted Transferees pursuant to this 
Agreement, including delivering any notice or granting any waiver or consent 
hereunder, and the other parties hereto shall be entitled to rely on any 
action taken by USI as being taken on behalf of such Permitted Transferees.  
The rights of such Permitted Transferees under this Agreement shall be 
exercised only by USI on behalf of such Permitted Transferees and no such 
Permitted Transferees shall be separately entitled to exercise any such 
rights.  Any notice required to be delivered hereunder to any such Permitted 
Transferee shall be delivered to USI.

		 SECTION 8.17  Additional Agreement. 
The Company agrees to comply with the 
provisions set forth in Exhibit C relating to the use of sound systems in 
theaters.

		 SECTION 8.18  Effectiveness. 
This Agreement shall become effective upon consummation of 
the Transaction and prior thereto shall be of no force or effect, provided 
that the provisions of Section 3.3(d) shall be effective as of the date of 
their Agreement.  If the Master Agreement shall be terminated in accordance 
with its terms, this Agreement shall automatically be deemed to have been 
terminated and shall thereafter be of no force or effect.


		IN WITNESS WHEREOF, the parties hereto have executed this 
Stockholders Agreement as of the date first written above.


	LTM HOLDINGS, INC.
							
							
By:/s/ Stanley Steinberg	
Name:	Stanley Steinberg
Title:	Executive Vice President 
							
							
							
	SONY PICTURES ENTERTAINMENT INC.
							
							
BY:/s/ Ronald N. Jacobi	
Name:	Ronald N. Jacobi
Title:	Executive Vice President & 
General 	Counsel
							
							
	UNIVERSAL STUDIOS, INC.
							
							
By:/s/ Brian C. Mulligan	
Name:	Brian C. Mulligan
Title:	Senior Vice President
							
							
							
	CHARLES ROSNER BRONFMAN FAMILY TRUST
							
							
By:/s/ Robert Rabinovitch	
Name:	Robert Rabinovitch
Title:	Authorized Representative
							
							
By:/s/ Michael Vineberg	
Name:	Michael Vineberg
Title:	Authorized Representative
							
							
	CHARLES R. BRONFMAN
							
							
By:/s/ Robert Rabinovitch	
Name:	Robert Rabinovitch
Title:	Authorized Representative
							
							
By:/s/ Michael Vineberg	
Name:	Michael Vineberg
Title: 	Authorized Representative
							
							
	E. LEO KOLBER
							
							
By:/s/ Robert Rabinovitch	
Name:	Robert Rabinovitch
Title:	Authorized Representative
							
							
By:/s/ Michael Vineberg	
Name:	Michael Vineberg
Title:	Authorized Representative
							
							
	ARNOLD M. LUDWICK
							
							
By:/s/ Robert Rabinovitch	
Name:	Robert Rabinovitch
Title:	Authorized Representative
							
							
By:/s/ Michael Vineberg	
Name:	Michael Vineberg
Title:	Authorized Representative
							
							
	PHYLLIS LAMBERT FOUNDATION
							
							
By:/s/ Robert Rabinovitch	
Name:	Robert Rabinovitch
Title:	Authorized Representative
							
							
By:/s/ Michael Vineberg	
Name:	Michael Vineberg
Title:	Authorized Representative
							
							
	3096475 CANADA INC.
							
							
By:/s/ Robert Rabinovitch	
Name:	Robert Rabinovitch
Title:	Authorized Representative
							
							
By:/s/ Michael Vineberg	
Name:	Michael Vineberg
Title:	Authorized Representative
							





	SCHEDULE I

	Applicable Percentage	Number of Directors

	   6.25% and < 9.375%	1
	  9.375% and <15.625%	2
	 15.625% and <21.875%	3
	 21.875% and <28.125%	4
	 28.125% and <34.375%	5
	 34.375% and <40.625%	6
	 40.625% and <46.875%	7
	 46.875% and <53.125%	8
	 53.125% and <59.375%	9
	 59.375% and <65.625%	10
	 65.625% and <71.875%	11
	 71.875% and <78.125%	12
	 78.125% and <84.375%	13
	 84.375% and greater 14