SCHEDULE
      1

     

    The
      Corporation is authorized to issue an unlimited number of Common Shares, an
      unlimited number of Preferred Shares, and an unlimited number of Exchangeable
      Shares, such Common Shares, Preferred Shares, and Exchangeable Shares having
      attached thereto the following rights, privileges, restrictions and
      conditions:

     

    Common
      Shares 

     

    The
      rights of the holders of the Common Shares are equal in all respects and include
      the following: 

     

    
      	 	
              (a)

            	
              to
                vote at all meetings of the shareholders of the Corporation, except
                meetings at which only holders of a specified class are entitled
                to vote;
                

            


    

     

    
      	 	
              (b)

            	
              subject
                to the rights, privileges, restrictions and conditions attaching
                to any
                other class or series of shares of the Corporation, to receive any
                dividend declared by the Corporation on the Common Shares; and
                

            


    

     

    
      	 	
              (c)

            	
              subject
                to the rights of the holders of the Exchangeable Shares, any series
                of
                Preferred Shares, and any other class of shares ranking senior to
                the
                Common Shares, in the event of the voluntary or involuntary liquidation,
                dissolution or winding-up of the Corporation, or any other distribution
                of
                its assets among its shareholders for the purpose of winding-up its
                affairs (the “Distribution”), holders of Common Shares shall be entitled
                to receive equally, share for share, in any such
                Distribution.

            


    

     

    Preferred
      Shares

     

    
      	 	
              (a)

            	
              The
                Preferred Shares may be issued from time to time in one or more series
                with such rights, restrictions, privileges, conditions and designations
                attached thereto as shall be fixed from time to time before issuance
                by
                any resolution or resolutions providing for the issue of the shares
                of any
                series which may be passed by the board of directors of the Corporation
                and confirmed and declared by Articles of Amendment. Reference to
                one
                class or series of shares ranking on a parity with another class
                or series
                of shares shall mean ranking on a parity with respect to payment
                of
                dividends and distribution of assets in the event of liquidation,
                dissolution or winding-up of the Corporation, whether voluntary or
                involuntary, to the extent of their respective rights in that
                connection.

            


    

    


    
      	 	
              (b)

            	
              The
                Preferred Shares of each series shall rank on a parity with the Preferred
                Shares of every other series; provided, however, that when in the
                case of
                any of such shares any cumulative dividends or amounts payable on
                a return
                of capital are not paid in full in accordance with their respective
                terms,
                the Preferred Shares of all series shall participate rateably in
                respect
                of such dividends (including all unpaid accumulated dividends which
                for
                such purpose shall be calculated as if the same were accruing up
                to the
                date of payment) in accordance with the sums which would be payable
                on
                said shares if all such dividends were declared and paid in full
                in
                accordance with their respective terms, and on any return of capital
                in
                accordance with the sums which would be payable on such return of
                capital
                if all sums so payable were paid in full in accordance with their
                respective terms, and provided further that in the event of there
                being
                insufficient assets to satisfy in full all such claims as aforesaid,
                the
                claims of the holders of the said shares with respect to return of
                capital
                shall first be paid and satisfied and any assets remaining thereafter
                shall be applied towards the payment and satisfaction of claims in
                respect
                of dividends as aforesaid. 

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              (c)

            	
              The
                Preferred Shares shall be entitled to preference over the Common
                Shares of
                the Corporation and any other shares of the Corporation ranking junior
                to
                the Preferred Shares with respect to payment of dividends and distribution
                of assets in the event of liquidation, dissolution or winding-up
                of the
                Corporation, whether voluntary or involuntary, to the extent fixed
                in the
                case of each respective series, and may also be given such other
                preferences over the Common Shares of the Corporation and any other
                shares
                of the Corporation ranking junior to the said Preferred Shares as
                may be
                fixed in the case of each such
                series.

            


    

    


    Exchangeable
      Shares

     

    The
      Exchangeable Shares in the capital of the Corporation shall have the following
      rights, privileges, restrictions and conditions:

     

    ARTICLE 1

     

    INTERPRETATION

     

    
      	
              1.1

            	
              For
                the purposes of these share
                provisions:

            


    

     

    "ABCA"
      means the Business
      Corporations Act
      (Alberta), as amended from time to time prior to the Effective
      Date;

     

    "Acquirer"
      means CanWest Petroleum Corporation, a corporation incorporated under the laws
      of Colorado;

     

    "Acquirer
      Control Transaction" means any merger, amalgamation, tender offer, material
      sale
      of shares or rights or interests therein or thereto or similar transactions
      involving Acquirer, or any proposal to carry out the same;

     

    "Acquirer
      Dividend Declaration Date" means the date on which the board of directors of
      Acquirer declares any dividend on the Acquirer Shares;

     

    "Acquirer
      Shares" means the shares in the common stock of Acquirer and any other
      securities into which such shares may be changed, exchanged or
      converted;

     

    "Affiliate"
      has the meaning ascribed thereto in the Securities Act, unless otherwise
      expressly stated herein;

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    "Board
      of
      Directors" means the board of directors of the Corporation;

     

    "Business
      Day" means any day on which commercial banks are generally open for business
      in
      Vancouver, British Columbia and Calgary, Alberta, other than a Saturday, a
      Sunday or a day observed as a holiday in Vancouver, British Columbia or in
      Calgary, Alberta;

     

    "Callco"
      means 1259882 Alberta Ltd., a corporation existing under the laws of the
      Province of Alberta and an indirect wholly-owned subsidiary of Acquirer or
      any
      other direct or indirect wholly-owned subsidiary designated by Acquirer from
      time to time in replacement thereof;

     

    "Callco
      Call Notice" has the meaning ascribed thereto in Section 6.3
      of these
      share provisions;

     

    "Canadian
      Dollar Equivalent" means in respect of an amount expressed in a currency other
      than Canadian dollars (the "Foreign Currency Amount") at any date the product
      obtained by multiplying:

     

    
      	 	
              (a)

            	
              the
                Foreign Currency Amount, by

            


    

     

    
      	 	
              (b)

            	
              the
                noon spot exchange rate on such date for such foreign currency expressed
                in Canadian dollars as reported by the Bank of Canada or, in the
                event
                such spot exchange rate is not available, such spot exchange rate
                on such
                date for such foreign currency expressed in Canadian dollars as may
                be
                deemed by the Board of Directors to be appropriate for such
                purpose;

            


    

     

    "Change
      of Law" means any amendment to the ITA and other applicable provincial income
      tax laws that permits holders of Exchangeable Shares who are resident in Canada,
      hold the Exchangeable Shares as capital property and deal at arm's length with
      Acquirer and the Corporation (all for the purposes of the ITA and other
      applicable provincial income tax laws) to exchange their Exchangeable Shares
      for
      Acquirer Shares on a basis that will not require such holders to recognize
      any
      gain or loss or any actual or deemed dividend in respect of such exchange for
      the purposes of the ITA or applicable provincial income tax laws;

     

    "Change
      of Law Call Date" has the meaning provided in Section 10.2 of these share
      provisions;

     

    "Change
      of Law Call Purchase Price" has the meaning provided in Section 10.1 of these
      share provisions;

     

    "Change
      of Law Call Right" has the meaning provided in Section 10.1 of these share
      provisions;

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    "Current
      Market Price" means, in respect of an Acquirer Share on any date, the Canadian
      Dollar Equivalent of the average of the closing bid and asked prices of Acquirer
      Shares during a period of 20 consecutive trading days ending not more than
      three trading days before such date on the American Stock Exchange, or, if
      the
      Acquirer Shares are not then listed on the American Stock Exchange, on such
      other stock exchange or automated quotation system on which the Acquirer Shares
      are listed or quoted, as the case may be, as may be selected by the Board of
      Directors for such purpose; provided, however, that if in the opinion of the
      Board of Directors the public distribution or trading activity of Acquirer
      Shares during such period does not create a market which reflects the fair
      market value of an Acquirer Share, then the Current Market Price of an Acquirer
      Share shall be determined by the Board of Directors, in good faith and in its
      sole discretion, and provided further that any such selection, opinion or
      determination by the Board of Directors shall be conclusive and
      binding;

     

    "Effective
      Date" means the effective date of the Reorganization, being the date shown
      on
      the certificate of amendment to be issued under the ABCA giving effect to the
      Reorganization;

     

    "Exchangeable
      Share Consideration" means, with respect to each Exchangeable Share, for any
      acquisition of, redemption of or distribution of assets of the Corporation
      in
      respect of, or purchase pursuant to, these share provisions, the Support
      Agreement or the Voting and Exchange Trust Agreement:

     

    
      	 	
              (a)

            	
              the
                Current Market Price of one Acquirer Share deliverable in connection
                with
                such action; plus 

            


    

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    
      	 	
              (b)

            	
              a
                cheque or cheques payable at par at any branch of the bankers of
                the payor
                in the amount of all declared, payable and unpaid, and all undeclared
                but
                payable, cash dividends deliverable in connection with such action;
                plus
                

            


    

     

    
      	 	
              (c)

            	
              such
                stock or other property constituting any declared and unpaid non-cash
                dividends deliverable in connection with such
                action,

            


    

     

    provided
      that (i) the part of the consideration which represents (a) above
      shall be fully paid and satisfied by the delivery of one Acquirer Share, such
      share to be duly issued, fully paid and non-assessable, (ii) the part of
      the consideration which represents (c) above shall be fully paid and
      satisfied by delivery of such non-cash items, (iii) any such consideration
      shall be delivered free and clear of any lien, claim, encumbrance, security
      interest or adverse claim or interest and (iv) any such consideration shall
      be paid less any tax required to be deducted and withheld therefrom and without
      interest;

     

    "Exchangeable
      Share Price" means, for each Exchangeable Share, an amount equal to the
      aggregate of:

     

    
      	 	
              (a)

            	
              the
                Current Market Price of one Acquirer Share;
                plus

            


    

     

    
      	 	
              (b)

            	
              an
                additional amount equal to the full amount of all cash dividends
                declared,
                payable and unpaid, on such Exchangeable Share; plus
                

            


    

     

    
      	 	
              (c)

            	
              an
                additional amount representing the full amount of all non-cash dividends
                declared, payable and unpaid, on such Exchangeable Share;
                plus

            


    

     

    
      	 	
              (d)

            	
              an
                additional amount equal to the full amount of all dividends declared
                and
                payable or paid on Acquirer Shares which have not been declared or
                paid on
                Exchangeable Shares in accordance
                herewith;

            


    

     

    "Exchangeable
      Share Voting Event" means any matter in respect of which holders of Exchangeable
      Shares are entitled to vote as shareholders of the Corporation in order to
      approve or disapprove, as applicable, any change to, or in the rights of the
      holders of, the Exchangeable Shares, where the approval or disapproval, as
      applicable, of such change would be required to maintain the equivalence of
      the
      Exchangeable Shares and the Acquirer Shares;

     

    "Governmental
      Entity" means any (a) multinational, federal, provincial, territorial,
      state, regional, municipal, local or other government, governmental or public
      department, central bank, court, tribunal, arbitral body, commission, board,
      bureau or agency, domestic or foreign, (b) subdivision, agent, commission,
      board, or authority of any of the foregoing, or (c) quasi-governmental or
      private body exercising any regulatory, expropriation or taxing authority under
      or for the account of any of the foregoing;

     

    "Holder"
      means, when used with reference to the Exchangeable Shares, the holders of
      Exchangeable Shares shown from time to time in the register maintained by or
      on
      behalf of the Corporation in respect of the Exchangeable Shares;

     

    "ITA"
      means the Income
      Tax Act
      (Canada), as amended from time to time;

     

    "Liquidation
      Amount" has the meaning ascribed thereto in Section 5.1 of these share
      provisions;

     

    "Liquidation
      Call Right" has the meaning ascribed thereto in Section 8.1 of these share
      provisions;

     

    "Liquidation
      Date" has the meaning ascribed thereto in Section 5.1 of these share
      provisions;

     

    "Person"
      includes any individual, firm, partnership, joint venture, venture capital
      fund,
      limited liability company, unlimited liability company, association, trust,
      trustee, executor, administrator, legal personal representative, estate, group,
      body corporate, corporation, unincorporated association or organization,
      Governmental Entity, syndicate or other entity, whether or not having legal
      status;

     

    "Purchase
      Price" has the meaning ascribed thereto in Section 6.3
      of these
      share provisions;

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    "Redemption
      Call Purchase Price" has the meaning ascribed thereto in Section 9.1(a) of
      these
      share provisions;

     

    "Redemption
      Call Right" has the meaning ascribed thereto in Section 9.1(a) of these share
      provisions;

     

    "Redemption
      Date" means the date, if any, established by the Board of Directors for the
      redemption by the Corporation of all but not less than all of the outstanding
      Exchangeable Shares pursuant to Article 7
      of these
      share provisions, which date shall be no earlier than the seventh anniversary
      of
      the Effective Date, unless:

     

    
      	 	
              (a)

            	
              the
                number of Exchangeable Shares outstanding (other than Exchangeable
                Shares
                held by Acquirer and its Affiliates) is less than one-third of the
                number Exchangeable Shares outstanding at the time of filing of the
                articles of amendment creating these share
                provisions;

            


    

     

    
      	 	
              (b)

            	
              an
                Acquirer Control Transaction occurs, in which case, provided that
                the
                Board of Directors determines, in good faith and in its sole discretion,
                that it is not reasonably practicable to substantially replicate
                the terms
                and conditions of the Exchangeable Shares in connection with such
                an
                Acquirer Control Transaction and that the redemption of all but not
                less
                than all of the outstanding Exchangeable Shares is necessary to enable
                the
                completion of such Acquirer Control Transaction in accordance with
                its
                terms, the Board of Directors may accelerate such redemption date
                to such
                date prior to the seventh anniversary of the Effective Date as it
                may
                determine, upon such number of days' prior written notice to the
                registered holders of the Exchangeable Shares and the Trustee as
                the Board
                of Directors may determine to be reasonably practicable in such
                circumstances; or

            


    

     

    
      	 	
              (c)

            	
              an
                Exchangeable Share Voting Event is proposed and the holders of the
                Exchangeable Shares fail to take the necessary action at a meeting
                or
                other vote of holders of Exchangeable Shares, to approve or disapprove,
                as
                applicable, the Exchangeable Share Voting Event, in which case the
                redemption date shall be the Business Day following the day on which
                the
                holders of the Exchangeable Shares failed to take such
                action,

            


    

     

    provided,
      however, that the accidental failure or omission to give any notice of
      redemption under clauses (a), (b) or (c) above to any of such holders of
      Exchangeable Shares shall not affect the validity of any such
      redemption;

     

    "Redemption
      Price" has the meaning ascribed thereto in Section 7.1
      of these
      share provisions;

     

    "Reorganization"
      means the Reorganization contemplated by the Reorganization Agreement, including
      the filing of the articles amendment creating these share
      provisions;

     

    "Reorganization
      Agreement" means the Reorganization Agreement by and between Acquirer and the
      Corporation dated as of June 9, 2006, as amended and restated from time to
      time,
      providing for, among other things, the Reorganization resulting in the first
      issuance of Exchangeable Shares;

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    "Retracted
      Shares" has the meaning ascribed thereto in Section 6.1(a)
      of these
      share provisions;

     

    "Retraction
      Call Right" has the meaning ascribed thereto in Section 6.1(c)
      of these
      share provisions;

     

    "Retraction
      Date" has the meaning ascribed thereto in Section 6.1(b)
      of these
      share provisions;

     

    "Retraction
      Price" has the meaning ascribed thereto in Section 6.1
      of these
      share provisions;

     

    "Retraction
      Request" has the meaning ascribed thereto in Section 6.1
      of these
      share provisions;

     

    "Securities
      Act" means the Securities
      Act
      (Alberta) and the rules, regulations and policies made thereunder, as now in
      effect and as they may be amended from time to time prior to the Effective
      Date;

     

    "Subdivision"
      has the meaning ascribed thereto in Section 3.2 of these share
      provisions;

     

    "Support
      Agreement" means the agreement made between Acquirer, Callco and the Corporation
      substantially in the form and content of Schedule F
      annexed
      to the Reorganization Agreement, with such changes thereto as the parties to
      the
      Reorganization Agreement, acting reasonably, may agree;

     

    "Transfer
      Agent" means Computershare Trust Company of Canada or such other Person as
      may
      from time to time be appointed by the Corporation as the registrar and transfer
      agent for the Exchangeable Shares;

     

    "Trustee"
      means Computershare Trust Company of Canada or such other trustee as is chosen
      by Acquirer and the Corporation, acting reasonably, to act as trustee under
      the
      Voting and Exchange Trust Agreement, being a corporation organized and existing
      under the laws of Canada, and any successor trustee appointed under the Voting
      and Exchange Trust Agreement; and

     

    "Voting
      and Exchange Trust Agreement" means the agreement made among Acquirer, the
      Corporation and the Trustee substantially in the form and content of
      Schedule E annexed to the Reorganization Agreement with such changes
      thereto as the parties to the Reorganization Agreement, acting reasonably,
      may
      agree.

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    ARTICLE 2

     

    RANKING
      OF EXCHANGEABLE SHARES

     

    
      	
              2.1

            	
              The
                Exchangeable Shares shall be entitled to a preference over the Common
                Shares and any other shares ranking junior to the Exchangeable Shares
                with
                respect to the payment of dividends and the distribution of assets
                in the
                event of the liquidation, dissolution or winding-up of the Corporation,
                whether voluntary or involuntary, or any other distribution of the
                assets
                of the Corporation, among its shareholders for the purpose of winding-up
                its affairs.

            


    

     

    ARTICLE 3

     

    DIVIDENDS

     

    
      	
              3.1

            	
              A
                holder of an Exchangeable Share shall be entitled to receive and
                the Board
                of Directors shall, subject to applicable law, on each Acquirer Dividend
                Declaration Date, declare a dividend on each Exchangeable
                Share:

            


    

     

    
      	 	
              (a)

            	
              in
                the case of a cash dividend declared on the Acquirer Shares, in an
                amount
                in cash for each Exchangeable Share in U.S. dollars, or the Canadian
                Dollar Equivalent thereof on the Acquirer Dividend Declaration Date,
                in
                each case, corresponding to the cash dividend declared on each Acquirer
                Share;

            


    

     

    
      	 	
              (b)

            	
              in
                the case of a stock dividend declared on the Acquirer Shares, to
                be paid
                in Acquirer Shares, subject to Section 3.2,
                by the issue or transfer by the Corporation of such number of Exchangeable
                Shares for each Exchangeable Share as is equal to the number of Acquirer
                Shares to be paid on each Acquirer Share; and
                

            


    

     

    
      	 	
              (c)

            	
              in
                the case of a dividend declared on the Acquirer Shares in property
                other
                than cash or Acquirer Shares, in such type and amount of property
                for each
                Exchangeable Share as is the same as or economically equivalent to
                (to be
                determined by the Board of Directors as contemplated by
                Section 3.6)
                the type and amount of property declared as a dividend on each Acquirer
                Share.

            


    

     

    Such
      dividends shall be paid out of money, assets or property of the Corporation
      properly applicable to the payment of dividends, or out of authorized but
      unissued shares of the Corporation, as applicable.

     

    
      	
              3.2

            	
              In
                the case of a stock dividend declared on the Acquirer Shares to be
                paid in
                Acquirer Shares, in lieu of declaring the stock dividend contemplated
                by
                Section 3.1(b)
                on
                the Exchangeable Shares, the Board of Directors may, in good faith
                and in
                its discretion and subject to applicable law and to obtaining all
                required
                regulatory approvals, subdivide, redivide or change (the "Subdivision")
                each issued and unissued Exchangeable Share on the basis that each
                Exchangeable Share before the subdivision becomes a number of Exchangeable
                Shares equal to the sum of (i) one Acquirer Share and (ii) the
                number of Acquirer Shares to be paid as a share dividend on each
                Acquirer
                Share. In making such Subdivision, the Board of Directors shall consider
                the effect thereof upon the then outstanding Exchangeable Shares
                and the
                general taxation consequences of the Subdivision to the holders of
                the
                Exchangeable Shares. In such instance, and notwithstanding any other
                provision hereof, such Subdivision shall become effective on the
                effective
                date specified in Section 3.4
                without any further act or formality on the part of the Board of
                Directors
                or of the holders of Exchangeable Shares. For greater certainty,
                subject
                to applicable law, no approval of the Holders to an amendment to
                the
                articles of the Corporation shall be required to give effect to such
                Subdivision.

            


    

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    
      	
              3.3

            	
              Cheques
                of the Corporation payable at par at any branch of the bankers of
                the
                Corporation shall be issued in respect of any cash dividends contemplated
                by Section 3.1(a)
                and the sending of such a cheque to each holder of an Exchangeable
                Share
                shall satisfy the cash dividend represented thereby unless the cheque
                is
                not paid on presentation. Subject to applicable law, certificates
                registered in the name of the registered holder of Exchangeable Shares
                shall be issued or transferred in respect of any stock dividends
                contemplated by Section 3.1(b)
                or
                any Subdivision contemplated by Section 3.2
                and the sending of such a certificate to each holder of an Exchangeable
                Share shall satisfy the stock dividend represented thereby. Such
                other
                type and amount of property in respect of any dividends contemplated
                by
                Section 3.1(c)
                shall be issued, distributed or transferred by the Corporation in
                such
                manner as it shall determine and the issuance, distribution or transfer
                thereof by the Corporation to each holder of an Exchangeable Share
                shall
                satisfy the dividend represented thereby. No holder of an Exchangeable
                Share shall be entitled to recover by action or other legal process
                against the Corporation any dividend that is represented by a cheque
                that
                has not been duly presented to the Corporation's bankers for payment
                or
                that otherwise remains unclaimed for a period of six years from the
                date
                on which such dividend was first
                payable.

            


    

     

    
      	
              3.4

            	
              The
                record date for the determination of the holders of Exchangeable
                Shares
                entitled to receive payment of, and the payment date for, any dividend
                declared on the Exchangeable Shares under Section 3.1
                shall be the same dates as the record date and payment date, respectively,
                for the corresponding dividend declared on the Acquirer Shares. The
                record
                date for the determination of the holders of Exchangeable Shares
                entitled
                to receive Exchangeable Shares in connection with any Subdivision
                of the
                Exchangeable Shares under Section 3.2
                and the effective date of such Subdivision shall be the same dates
                as the
                record date and payment date, respectively, for the corresponding
                dividend
                declared on the Acquirer Shares.

            


    

     

    
      	
              3.5

            	
              If
                on any payment date for any dividends declared on the Exchangeable
                Shares
                under Section 3.1
                the dividends are not paid in full on all of the Exchangeable Shares
                then
                outstanding, any such dividends that remain unpaid shall be paid
                on the
                earliest subsequent date or dates determined by the Board of Directors
                on
                which the Corporation shall have sufficient moneys, assets or property
                properly applicable to the payment of such
                dividends.

            


    

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    
      	
              3.6

            	
              The
                Board of Directors shall determine, in good faith and in its sole
                discretion, economic equivalence for the purposes of
                Sections 3.1
                and 3.2
                and Article 14, and each such determination shall be conclusive and
                binding on the Corporation and its shareholders. In making each such
                determination, the following factors shall, without excluding other
                factors determined by the Board of Directors to be relevant, be considered
                by the Board of Directors:

            


    

     

    
      	 	
              (a)

            	
              in
                the case of any stock dividend or other distribution payable in Acquirer
                Shares, the number of such shares issued in proportion to the number
                of
                Acquirer Shares previously outstanding;


            


    

     

    
      	 	
              (b)

            	
              in
                the case of the issuance or distribution of any rights, options or
                warrants to subscribe for or purchase Acquirer Shares (or securities
                exchangeable for or convertible into or carrying rights to acquire
                Acquirer Shares), the relationship between the exercise price of
                each such
                right, option or warrant and the Current Market Price, the volatility
                of
                the Acquirer Shares and the term of any such
                instrument;

            


    

     

    
      	 	
              (c)

            	
              in
                the case of the issuance or distribution of any other form of property
                (including any shares or securities of Acquirer of any class other
                than
                Acquirer Shares, any rights, options or warrants other than those
                referred
                to in Section 3.6(b)
                above, any evidences of indebtedness of Acquirer or any assets of
                Acquirer) the relationship between the fair market value (as determined
                by
                the Board of Directors in the manner above contemplated) of such
                property
                to be issued or distributed with respect to each outstanding Acquirer
                Share and the Current Market Price; and


            


    

     

    
      	 	
              (d)

            	
              in
                all such cases, the general taxation consequences of the relevant
                event to
                holders of Exchangeable Shares to the extent that such consequences
                may
                differ from the taxation consequences to holders of Acquirer Shares
                as a
                result of differences between taxation laws of Canada and the United
                States (except for any differing consequences arising as a result
                of
                differing marginal taxation rates and without regard to the individual
                circumstances of holders of Exchangeable
                Shares).

            


    

     

    
      	
              3.7

            	
              Except
                as provided in this Article 3,
                the holders of Exchangeable Shares shall not be entitled to receive
                dividends in respect thereof.

            


    

     

    ARTICLE 4

     

    CERTAIN
      RESTRICTIONS

     

    
      	
              4.1

            	
              So
                long as any of the Exchangeable Shares are outstanding, the Corporation
                shall not at any time without, but may at any time with, the approval
                of
                the holders of the Exchangeable Shares given as specified in
                Section 13.2 of these share
                provisions:

            


    

     

    
      	 	
              (a)

            	
              pay
                any dividends on the Common Shares or any other shares ranking junior
                to
                the Exchangeable Shares with respect to the payment of dividends,
                other
                than stock dividends payable in Common Shares or any such other shares
                ranking junior to the Exchangeable Shares, as the case may
                be;

            


    

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    
      	 	
              (b)

            	
              redeem
                or purchase or make any capital distribution in respect of Common
                Shares
                or any other shares ranking junior to the Exchangeable Shares with
                respect
                to the payment of dividends or on any liquidation, dissolution or
                winding-up of the Corporation or any other distribution of the assets
                of
                the Corporation;

            


    

     

    
      	 	
              (c)

            	
              redeem
                or purchase or make any capital distribution in respect of any other
                shares of the Corporation ranking equally with the Exchangeable Shares
                with respect to the payment of dividends or on any liquidation,
                dissolution or winding-up of the Corporation or any other distribution
                of
                the assets of the Corporation; or

            


    

     

    
      	 	
              (d)

            	
              issue
                any Exchangeable Shares or any other shares of the Corporation ranking
                equally with, or superior to, the Exchangeable Shares other than
                by way of
                stock dividends to the holders of such Exchangeable
                Shares;

            


    

     

    provided
      that the restrictions in Sections 4.1(a),
      (b),
      (c)
      and (d)
      shall
      not apply if all dividends on the outstanding Exchangeable Shares corresponding
      to dividends declared and paid to date on the Acquirer Shares shall have been
      declared and paid on the Exchangeable Shares.

     

    ARTICLE 5

     

    DISTRIBUTION
      ON LIQUIDATION

     

    
      	
              5.1

            	
              In
                the event of the liquidation, dissolution or winding-up of the Corporation
                or any other distribution of the assets of the Corporation among
                its
                shareholders for the purpose of winding up its affairs, a holder
                of
                Exchangeable Shares shall be entitled, subject to applicable law
                and to
                the exercise by Callco of the Liquidation Call Right, to receive
                from the
                assets of the Corporation in respect of each Exchangeable Share held
                by
                such holder on the effective date (the "Liquidation Date") of such
                liquidation, dissolution, winding-up or distribution of assets, before
                any
                distribution of any part of the assets of the Corporation among the
                holders of the Common Shares or any other shares ranking junior to
                the
                Exchangeable Shares, an amount per share equal to the Exchangeable
                Share
                Price applicable on the last Business Day prior to the Liquidation
                Date
                (the "Liquidation Amount").

            


    

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    
      	
              5.2

            	
              On
                or promptly after the Liquidation Date, and subject to the exercise
                by
                Callco of the Liquidation Call Right, the Corporation shall cause
                to be
                delivered to the holders of the Exchangeable Shares the Liquidation
                Amount
                for each such Exchangeable Share upon presentation and surrender
                of the
                certificates representing such Exchangeable Shares, together with
                such
                other documents and instruments as may be required to effect a transfer
                of
                Exchangeable Shares under the ABCA and the articles and by-laws of
                the
                Corporation and such additional documents and instruments as the
                Transfer
                Agent and the Corporation may reasonably require, at the registered
                office
                of the Corporation or at any office of the Transfer Agent as may
                be
                specified by the Corporation by notice to the holders of the Exchangeable
                Shares. Payment of the total Liquidation Amount for such Exchangeable
                Shares shall be made by delivery to each Holder, at the address of
                the
                Holder recorded in the register of the Corporation for the Exchangeable
                Shares or by holding for pick-up by the Holder at the registered
                office of
                the Corporation or at any office of the Transfer Agent as may be
                specified
                by the Corporation by notice to the holders of Exchangeable Shares,
                on
                behalf of the Corporation of the Exchangeable Share Consideration
                representing the total Liquidation Amount. On and after the Liquidation
                Date, the holders of the Exchangeable Shares shall cease to be holders
                of
                such Exchangeable Shares and shall not be entitled to exercise any
                of the
                rights of Holders in respect thereof (including any rights under
                the
                Voting and Exchange Trust Agreement), other than the right to receive
                their proportionate part of the total Liquidation Amount, unless
                payment
                of the total Liquidation Amount for such Exchangeable Shares shall
                not be
                made upon presentation and surrender of share certificates in accordance
                with the foregoing provisions, in which case the rights of the holders
                shall remain unaffected until the total Liquidation Amount to which
                such
                holders are entitled shall have been paid to such holders in the
                manner
                hereinbefore provided. The Corporation shall have the right at any
                time on
                or before the Liquidation Date to deposit or cause to be deposited
                the
                Exchangeable Share Consideration in respect of the Exchangeable Shares
                represented by certificates that have not at the Liquidation Date
                been
                surrendered by the holders thereof in a custodial account with any
                chartered bank or trust company in Canada. Upon such deposit being
                made,
                the rights of the holders of Exchangeable Shares, after such deposit,
                shall be limited to receiving their proportionate part of the total
                Liquidation Amount for such Exchangeable Shares so deposited, against
                presentation and surrender of the said certificates held by them,
                respectively, in accordance with the foregoing provisions. Upon such
                payment or deposit of such Exchangeable Share Consideration, the
                holders
                of the Exchangeable Shares shall thereafter be considered and deemed
                for
                all purposes to be holders of the Acquirer Shares delivered to them
                or the
                custodian on their behalf.

            


    

     

    
      	
              5.3

            	
              After
                the Corporation has satisfied its obligations to pay the holders
                of the
                Exchangeable Shares the Liquidation Amount per Exchangeable Share
                pursuant
                to Section 5.1
                of
                these share provisions, such holders shall not be entitled to share
                in any
                further distribution of the assets of the
                Corporation.

            


    

     

    ARTICLE 6

     

    RETRACTION
      OF EXCHANGEABLE SHARES BY HOLDER

     

    
      	
              6.1

            	
              A
                holder of Exchangeable Shares shall be entitled at any time, subject
                to
                the exercise by Callco of the Retraction Call Right and otherwise
                upon
                compliance with the provisions of this Article 6,
                to require the Corporation to redeem any or all of the Exchangeable
                Shares
                registered in the name of such holder for an amount per share equal
                to the
                Exchangeable Share Price applicable on the last Business Day prior
                to the
                Retraction Date (the "Retraction Price"), which shall be satisfied
                in full
                by the Corporation causing to be delivered to such holder the Exchangeable
                Share Consideration representing the Retraction Price. To effect
                such
                redemption, the Holder shall present and surrender at the registered
                office of the Corporation or at any office of the Transfer Agent
                as may be
                specified by the Corporation by notice to the holders of Exchangeable
                Shares, the certificate or certificates representing the Exchangeable
                Shares which the Holder desires to have the Corporation redeem, together
                with such other documents and instruments as may be required to effect
                a
                transfer of Exchangeable Shares under the ABCA and the articles and
                bylaws
                of the Corporation and such additional documents and instruments
                as the
                Transfer Agent and the Corporation may reasonably require, and together
                with a duly executed statement (the "Retraction Request") in the
                form of
                Appendix A hereto or in such other form as may be acceptable to the
                Corporation:

            


    

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    
      	 	
              (a)

            	
              specifying
                that the Holder desires to have all or any number specified therein
                of the
                Exchangeable Shares represented by such certificate or certificates
                (the
                "Retracted Shares") redeemed by the
                Corporation;

            


    

     

    
      	 	
              (b)

            	
              stating
                the Business Day on which the holder desires to have the Corporation
                redeem the Retracted Shares (the "Retraction Date"), provided that
                the
                Retraction Date shall be not less than 10 Business Days nor more than
                15 Business Days after the date on which the Retraction Request is
                received by the Corporation and further provided that, in the event
                that
                no such Business Day is specified by the Holder in the Retraction
                Request,
                the Retraction Date shall be deemed to be the 15th Business Day after
                the date on which the Retraction Request is received by the Corporation;
                and

            


    

     

    
      	 	
              (c)

            	
              acknowledging
                the overriding right (the "Retraction Call Right") of Callco to purchase
                all but not less than all the Retracted Shares directly from the
                holder
                and that the Retraction Request shall be deemed to be a revocable
                offer by
                the holder to sell the Retracted Shares to Callco in accordance with
                the
                Retraction Call Right on the terms and conditions set out in
                Section 6.3
                below.

            


    

     

    
      	
              6.2

            	
              Subject
                to the exercise by Callco of the Retraction Call Right, upon receipt
                by
                the Corporation or the Transfer Agent in the manner specified in
                Section 6.1
                of
                a certificate or certificates representing the number of Retracted
                Shares,
                together with a Retraction Request and such additional documents
                and
                instruments as the Transfer Agent and the Corporation may reasonably
                require, and provided that the Retraction Request is not revoked
                by the
                Holder in the manner specified in Section 6.7,
                the Corporation shall redeem the Retracted Shares effective at the
                close
                of business on the Retraction Date and shall cause to be delivered
                to such
                Holder the total Retraction Price with respect to such shares in
                accordance with Section 6.4.
                If only a part of the Exchangeable Shares represented by any certificate
                is redeemed (or purchased by Callco pursuant to the Retraction Call
                Right), a new certificate for the balance of such Exchangeable Shares
                shall be issued to the holder at the expense of the
                Corporation.

            


    

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

    
      	
              6.3

            	
              Upon
                receipt by the Corporation of a Retraction Request, the Corporation
                shall
                immediately notify Callco thereof and shall provide to Callco a copy
                of
                the Retraction Request. In order to exercise the Retraction Call
                Right,
                Callco must notify the Corporation of its determination to do so
                (the
                "Callco Call Notice") within three Business Days of receipt by the
                Corporation of the Retraction Request. If Callco does not so notify
                the
                Corporation within such three Business Day period, the Corporation
                will
                notify the Holder as soon as possible thereafter that Callco will
                not
                exercise the Retraction Call Right. If Callco delivers the Callco
                Call
                Notice within such three Business Day period, and provided that the
                Retraction Request is not revoked by the Holder in the manner specified
                in
                Section 6.7,
                the Retraction Request shall thereupon be considered only to be an
                offer
                by the Holder to sell all but not less than all the Retracted Shares
                to
                Callco in accordance with the Retraction Call Right. In such event,
                the
                Corporation shall not redeem the Retracted Shares and Callco shall
                purchase from such holder and such holder shall sell to Callco on
                the
                Retraction Date all but not less than all the Retracted Shares for
                a
                purchase price (the "Purchase Price") per share equal to the Retraction
                Price, which, as set forth in Section 6.4,
                shall be fully paid and satisfied by the delivery by or on behalf
                of
                Callco, of the Exchangeable Share Consideration representing the
                total
                Purchase Price. For the purposes of completing a purchase pursuant
                to the
                Retraction Call Right, Callco shall deposit with the Transfer Agent,
                on or
                before the Retraction Date, the Exchangeable Share Consideration
                representing the total Purchase Price. Provided that Callco has complied
                with Section 6.4,
                the closing of the purchase and sale of the Retracted Shares pursuant
                to
                the Retraction Call Right shall be deemed to have occurred as at
                the close
                of business on the Retraction Date and, for greater certainty, no
                redemption by the Corporation of such Retracted Shares shall take
                place on
                the Retraction Date. In the event that Callco does not deliver a
                Callco
                Call Notice within such three Business Day period, and provided that
                the
                Retraction Request is not revoked by the holder in the manner specified
                in
                Section 6.7,
                the Corporation shall redeem the Retracted Shares on the Retraction
                Date
                and in the manner otherwise contemplated in this Article 6.

            


    

     

    
      	
              6.4

            	
              The
                Corporation or Callco, as the case may be, shall deliver or cause
                the
                Transfer Agent to deliver to the relevant Holder, at the address
                of the
                Holder recorded in the register of the Corporation for the Exchangeable
                Shares or at the address specified in the Holder's Retraction Request
                or,
                if specified in such Retraction Request, by holding for pick-up by
                the
                Holder at the registered office of the Corporation or at any office
                of the
                Transfer Agent as may be specified by the Corporation by notice to
                such
                holder of Exchangeable Shares, the Exchangeable Share Consideration
                representing the total Retraction Price or the total Purchase Price,
                as
                the case may be, and such delivery of such Exchangeable Share
                Consideration to the Transfer Agent shall be deemed to be payment
                of and
                shall satisfy and discharge all liability for the total Retraction
                Price
                or total Purchase Price, as the case may be, to the extent that the
                same
                is represented by such Exchangeable Share
                Consideration.

            


    

     

    
      	
              6.5

            	
              On
                and after the close of business on the Retraction Date, the holder
                of the
                Retracted Shares shall cease to be a holder of such Retracted Shares
                and
                shall not be entitled to exercise any of the rights of a holder in
                respect
                thereof, other than the right to receive the total Retraction Price
                or
                total Purchase Price, as the case may be, unless upon presentation
                and
                surrender of certificates in accordance with the foregoing provisions,
                payment of the total Retraction Price or the total Purchase Price,
                as the
                case may be, shall not be made as provided in Section 6.4,
                in which case the rights of such holder shall remain unaffected until
                the
                total Retraction Price or the total Purchase Price, as the case may
                be,
                has been paid in the manner hereinbefore provided. On and after the
                close
                of business on the Retraction Date, provided that presentation and
                surrender of certificates and payment of the total Retraction Price
                or the
                total Purchase Price, as the case may be, has been made in accordance
                with
                the foregoing provisions, the holder of the Retracted Shares so redeemed
                by the Corporation or purchased by Callco shall thereafter be considered
                and deemed for all purposes to be the holder of Acquirer Shares delivered
                to it.

            


    

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

    
      	
              6.6

            	
              Notwithstanding
                any other provision of this Article 6,
                the Corporation shall not be obligated to redeem Retracted Shares
                specified by a holder in a Retraction Request to the extent that
                such
                redemption of Retracted Shares would be contrary to solvency requirements
                or other provisions of applicable law. If the Corporation believes,
                acting
                reasonably, that on any Retraction Date it would not be permitted
                by any
                of such provisions to redeem the Retracted Shares tendered for redemption
                on such date, and provided that Callco shall not have exercised the
                Retraction Call Right with respect to the Retracted Shares, the
                Corporation shall only be obligated to redeem Retracted Shares specified
                by a holder in a Retraction Request to the extent of the maximum
                number
                that may be so redeemed (rounded down to a whole number of shares)
                as
                would not be contrary to such provisions and shall notify the holder
                at
                least two Business Days prior to the Retraction Date as to the number
                of
                Retracted Shares which will not be redeemed by the Corporation. In
                any
                case in which the redemption by the Corporation of Retracted Shares
                would
                be contrary to solvency requirements or other provisions of applicable
                law, the Corporation shall redeem the maximum number of Exchangeable
                Shares which the Board of Directors determines the Corporation is
                permitted to redeem as of the Retraction Date on a pro rata basis
                and
                shall issue to each holder of Retracted Shares a new certificate,
                at the
                expense of the Corporation, representing the Retracted Shares not
                redeemed
                by the Corporation pursuant to Section 6.2.
                Provided that the Retraction Request is not revoked by the holder
                in the
                manner specified in Section 6.7
                and Callco does not exercise the Retraction Call Right, the holder
                of any
                such Retracted Shares not redeemed by the Corporation pursuant to
                Section 6.2
                as
                a result of solvency requirements or other provisions of applicable
                law
                shall be deemed by giving the Retraction Request to have instructed
                the
                Trustee to require Acquirer to purchase such Retracted Shares from
                such
                holder on the Retraction Date or as soon as practicable thereafter
                on
                payment by Acquirer to such holder of the Retraction Price for each
                such
                Retracted Share, all as more specifically provided in the Voting
                and
                Exchange Trust Agreement.

            


    

     

    
      	
              6.7

            	
              A
                holder of Retracted Shares may, by notice in writing given by the
                holder
                to the Corporation before the close of business on the Business Day
                immediately preceding the Retraction Date, withdraw its Retraction
                Request, in which event such Retraction Request shall be null and
                void
                and, for greater certainty, the revocable offer constituted by the
                Retraction Request to sell the Retracted Shares to Callco shall be
                deemed
                to have been revoked.

            


    

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

    ARTICLE 7

     

    REDEMPTION
      OF EXCHANGEABLE SHARES BY THE CORPORATION

     

    
      	
              7.1

            	
              Subject
                to applicable law, and provided Callco has not exercised the Redemption
                Call Right, the Corporation shall on the Redemption Date redeem all
                but
                not less than all of the then outstanding Exchangeable Shares for
                an
                amount per share equal to the Exchangeable Share Price applicable
                on the
                last Business Day prior to the Redemption Date (the "Redemption
                Price").

            


    

     

    
      	
              7.2

            	
              In
                any case of a redemption of Exchangeable Shares under this Article 7,
                the Corporation shall, at least 45 days before the Redemption Date
                (other than a Redemption Date established in connection with an Acquirer
                Control Transaction or an Exchangeable Share Voting Event), send
                or cause
                to be sent to each holder of Exchangeable Shares a notice in writing
                of
                the redemption by the Corporation or the purchase by Callco under
                the
                Redemption Call Right, as the case may be, of the Exchangeable Shares
                held
                by such holder. In the case of a Redemption Date established in connection
                with an Acquirer Control Transaction, the written notice of redemption
                by
                the Corporation or the purchase by Callco under the Redemption Call
                Right
                will be sent on or before the Redemption Date, on as many days prior
                written notice as may be determined by the Board of Directors to
                be
                reasonably practicable in the circumstances. In any such case, such
                notice
                shall set out the formula for determining the Redemption Price or
                the
                Redemption Call Purchase Price, as the case may be, the Redemption
                Date
                and, if applicable, particulars of the Redemption Call Right. In
                the case
                of any notice given in connection with a possible Redemption Date,
                such
                notice will be given contingently and will be withdrawn if the contingency
                does not occur.

            


    

     

    
      	
              7.3

            	
              On
                or after the Redemption Date and subject to the exercise by Callco
                of the
                Redemption Call Right, the Corporation shall cause to be delivered
                to the
                holders of the Exchangeable Shares to be redeemed the Redemption
                Price for
                each such Exchangeable Share upon presentation and surrender at the
                registered office of the Corporation or at any office of the Transfer
                Agent as may be specified by the Corporation in the notice described
                in
                Section 6.7
                of
                the certificates representing such Exchangeable Shares, together
                with such
                other documents and instruments as may be required to effect a transfer
                of
                Exchangeable Shares under the ABCA and the articles and by-laws of
                the
                Corporation and such additional documents and instruments as the
                Transfer
                Agent and the Corporation may reasonably require. Payment of the
                total
                Redemption Price for such Exchangeable Shares shall be made by delivery
                to
                each Holder, at the address of the Holder recorded in the securities
                register of the Corporation or by holding for pick-up by the Holder
                at the
                registered office of the Corporation or at any office of the Transfer
                Agent as may be specified by the Corporation in such notice, on behalf
                of
                the Corporation of the Exchangeable Share Consideration representing
                the
                total Redemption Price. On and after the Redemption Date, the holders
                of
                the Exchangeable Shares called for redemption shall cease to be holders
                of
                such Exchangeable Shares and shall not be entitled to exercise any
                of the
                rights of holders in respect thereof, other than the right to receive
                their proportionate part of the total Redemption Price, unless payment
                of
                the total Redemption Price for such Exchangeable Shares shall not
                be made
                upon presentation and surrender of certificates in accordance with
                the
                foregoing provisions, in which case the rights of the holders shall
                remain
                unaffected until the total Redemption Price has been paid in the
                manner
                hereinbefore provided. The Corporation shall have the right at any
                time
                after the sending of notice of its intention to redeem the Exchangeable
                Shares as aforesaid to deposit or cause to be deposited the Exchangeable
                Share Consideration with respect to the Exchangeable Shares so called
                for
                redemption, or of such of the said Exchangeable Shares represented
                by
                certificates that have not at the date of such deposit been surrendered
                by
                the holders thereof in connection with such redemption, in a custodial
                account with any chartered bank or trust company in Canada named
                in such
                notice. Upon the later of such deposit being made and the Redemption
                Date,
                the Exchangeable Shares in respect whereof such deposit shall have
                been
                made shall be redeemed and the rights of the holders thereof after
                such
                deposit or Redemption Date, as the case may be, shall be limited
                to
                receiving their proportionate part of the total Redemption Price
                for such
                Exchangeable Shares so deposited, against presentation and surrender
                of
                the said certificates held by them, respectively, in accordance with
                the
                foregoing provisions. Upon such payment or deposit of such Exchangeable
                Share Consideration, the holders of the Exchangeable Shares shall
                thereafter be considered and deemed for all purposes to be holders
                of
                Acquirer Shares delivered to them or the custodian on their
                behalf.

            


    

     

    ARTICLE 8 CALLCO
      LIQUIDATION CALL RIGHT

     

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

    
      	
              8.1

            	
              Callco
                shall have the overriding right (the "Liquidation Call Right"), in
                the
                event of and notwithstanding the proposed liquidation, dissolution
                or
                winding-up of the Corporation or any other distribution of the assets
                of
                the Corporation among its shareholders for the purpose of winding-up
                its
                affairs, pursuant to Article 5, to purchase from all but not less
                than all
                of the holders of Exchangeable Shares (other than any holder of
                Exchangeable Shares which is an affiliate of Acquirer) on the Liquidation
                Date all but not less than all of the Exchangeable Shares held by
                each
                such holder upon payment by Callco to each such holder of the Exchangeable
                Share Price applicable on the last Business Day prior to the Liquidation
                Date (the "Liquidation Call Purchase Price") in accordance with Section
                5.1. In the event of the exercise of the Liquidation Call Right by
                Callco,
                each Holder shall be obligated to sell all the Exchangeable Shares
                held by
                such Holder to Callco on the Liquidation Date upon payment by Callco
                to
                such Holder of the Liquidation Call Purchase Price for each such
                Exchangeable Share, whereupon the Corporation shall have no obligation
                to
                pay any Liquidation Amount to the Holders of such shares so purchased
                by
                Callco.

            


    

     

    
      	
              8.2

            	
              To
                exercise the Liquidation Call Right, Callco must notify the Corporation
                and the Transfer Agent of Callco's intention to exercise such right
                at
                least 45 days before the Liquidation Date, in the case of a voluntary
                liquidation, dissolution or winding-up of the Corporation or any
                other
                voluntary distribution of the assets of the Corporation among its
                shareholders for the purpose of winding-up its affairs, and at least
                five
                Business Days before the Liquidation Date, in the case of an involuntary
                liquidation, dissolution or winding-up of the Corporation or any
                other
                involuntary distribution of the assets of the Corporation among its
                shareholders for the purpose of winding up its affairs. The Transfer
                Agent
                will notify the holders of Exchangeable Shares as to whether Callco
                has
                exercised the Liquidation Call Right forthwith after the expiry of
                the
                period during which the same may be exercised by Callco. If Callco
                exercises the Liquidation Call Right, then on the Liquidation Date,
                Callco
                will purchase and the holders of Exchangeable Shares will sell all
                of the
                Exchangeable Shares then outstanding for a price per Exchangeable
                Share
                equal to the Liquidation Call Purchase
                Price.

            


    

     

    
      	
              8.3

            	
              For
                the purposes of completing the purchase of the Exchangeable Shares
                pursuant to the Liquidation Call Right, Callco shall deposit or cause
                to
                be deposited with the Transfer Agent, on or before the Liquidation
                Date,
                the Exchangeable Share Consideration representing the total Liquidation
                Call Purchase Price. Provided that such Exchangeable Share Consideration
                has been so deposited with the Transfer Agent, on and after the
                Liquidation Date, the holders of the Exchangeable Shares shall cease
                to be
                holders of the Exchangeable Shares and shall not be entitled to exercise
                any of the rights of holders in respect thereof (including any rights
                under the Voting and Exchange Trust Agreement), other than the right
                to
                receive their proportionate part of the total Liquidation Call Purchase
                Price payable by Callco, without interest, upon presentation and
                surrender
                by the holder of certificates representing the Exchangeable Shares
                held by
                such Holder and the Holder shall on and after the Liquidation Date
                be
                considered and deemed for all purposes to be the holder of Acquirer
                Shares
                to which such Holder is entitled. Upon surrender to the Transfer
                Agent of
                a certificate or certificates representing Exchangeable Shares, together
                with such other documents and instruments as may be required to effect
                a
                transfer of Exchangeable Shares under the ABCA and the by-laws of
                the
                Corporation and such additional documents and instruments as the
                Transfer
                Agent may reasonably require, the Holder of such surrendered certificate
                or certificates shall be entitled to receive in exchange therefor,
                and the
                Transfer Agent on behalf of Callco shall deliver to such Holder,
                the
                Exchangeable Share Consideration to which such holder is entitled.
                If
                Callco does not exercise the Liquidation Call Right in the manner
                described above, on the Liquidation Date the holders of the Exchangeable
                Shares will be entitled to receive in exchange therefor the Liquidation
                Amount otherwise payable by the Corporation in connection with the
                liquidation, dissolution or winding-up of the Corporation pursuant
                to
                Article 5 hereof.

            


    

     

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    

    ARTICLE 9 CALLCO
      REDEMPTION CALL RIGHT

     

    
      	
              9.1

            	
              In
                addition to Callco's rights contained herein, including the Retraction
                Call Right, Callco shall have the following rights in respect of
                the
                Exchangeable Shares:

            


    

     

    
      	 	
              (a)

            	
              Callco
                shall have the overriding right (the "Redemption Call Right"), in
                the
                event of and notwithstanding the proposed redemption of the Exchangeable
                Shares by the Corporation pursuant to Article 7, to purchase from
                all but
                not less than all of the holders of Exchangeable Shares (other than
                any
                holder of Exchangeable Shares which is an affiliate of Acquirer)
                on the
                Redemption Date all but not less than all of the Exchangeable Shares
                held
                by each such holder upon payment by Callco to each such holder of
                the
                Exchangeable Share Price applicable on the last Business Day prior
                to the
                Redemption Date (the "Redemption Call Purchase Price") in accordance
                with
                9.2(c). In the event of the exercise of the Redemption Call Right
                by
                Callco, each holder of Exchangeable Shares shall be obligated to
                sell all
                the Exchangeable Shares held by such holder to Callco on the Redemption
                Date upon payment by Callco to such holder of the Redemption Call
                Purchase
                Price for each such Exchangeable Share, whereupon the Corporation
                shall
                have no obligation to redeem, or to pay the Redemption Price in respect
                of, such shares so purchased by
                Callco.

            


    

     

    
      
         

      

      
        -18-

        
          

        

      

      
         

      

    

    
      	 	
              (b)

            	
              To
                exercise the Redemption Call Right, Callco must notify the Transfer
                Agent
                and the Corporation of Callco's intention to exercise such right
                at least
                60 days before the Redemption Date, except in the case of a redemption
                occurring as a result of an Acquirer Control Transaction or an
                Exchangeable Share Voting Event, in which case Callco shall so notify
                the
                Transfer Agent and the Corporation as soon as practicable and, in
                any
                event, on or before the Redemption Date. The Transfer Agent will
                notify
                the holders of the Exchangeable Shares as to whether Callco has exercised
                the Redemption Call Right forthwith after the expiry of the period
                during
                which the same may be exercised by Callco. If Callco exercises the
                Redemption Call Right, then, on the Redemption Date, Callco will
                purchase
                and the holders of Exchangeable Shares will sell all of the Exchangeable
                Shares then outstanding for a price per share equal to the Redemption
                Call
                Purchase Price.

            


    

     

    
      	 	
              (c)

            	
              For
                the purposes of completing the purchase of the Exchangeable Shares
                pursuant to the exercise of the Redemption Call Right, Callco shall
                deposit or cause to be deposited with the Transfer Agent, on or before
                the
                Redemption Date, the Exchangeable Share Consideration representing
                the
                total Redemption Call Purchase Price. Provided that such Exchangeable
                Share Consideration has been so deposited with the Transfer Agent,
                on and
                after the Redemption Date the holders of the Exchangeable Shares
                shall
                cease to be holders of the Exchangeable Shares and shall not be entitled
                to exercise any of the rights of holders in respect thereof (including
                any
                rights under the Voting and Exchange Trust Agreement), other than
                the
                right to receive their proportionate part of the total Redemption
                Call
                Purchase Price payable by Callco, without interest, upon presentation
                and
                surrender by the holder of certificates representing the Exchangeable
                Shares held by such holder and the holder shall on and after the
                Redemption Date be considered and deemed for all purposes to be the
                holder
                of Acquirer Shares to which such holder is entitled. Upon surrender
                to the
                Transfer Agent of a certificate or certificates representing Exchangeable
                Shares, together with such other documents and instruments as may
                be
                required to effect a transfer of Exchangeable Shares under the ABCA
                and
                the by-laws of the Corporation and such additional documents and
                instruments as the Transfer Agent may reasonably require, the holder
                of
                such surrendered certificate or certificates shall be entitled to
                receive
                in exchange therefor, and the Transfer Agent on behalf of Callco
                shall
                deliver to such holder, the Exchangeable Share Consideration to which
                such
                holder is entitled. If Callco does not exercise the Redemption Call
                Right
                in the manner described above, on the Redemption Date the holders
                of the
                Exchangeable Shares will be entitled to receive in exchange therefor
                the
                Redemption Price otherwise payable by the Corporation in connection
                with
                the redemption of the Exchangeable Shares pursuant to Article 7 of
                the
                Exchangeable Share Provisions.

            


    

     

    
      
         

      

      
        -19-

        
          

        

      

      
         

      

    

    ARTICLE 10 CHANGE
      OF LAW CALL RIGHT

     

    
      	
              10.1

            	
              Acquirer
                shall have the overriding right (the "Change of Law Call Right"),
                in the
                event of a Change of Law, to purchase (or to cause Callco to purchase)
                from all but not less than all of the holders of Exchangeable Shares
                (other than any holder of Exchangeable Shares which is an affiliate
                of
                Acquirer) all but not less than all of the Exchangeable Shares held
                by
                each such holder upon payment by Acquirer or Callco, as the case
                may be,
                of an amount per share (the "Change of Law Call Purchase Price")
                equal to
                the Exchangeable Share Price applicable on the last Business Day
                prior to
                the Change of Law Call Date, in accordance with Section 10.3. In
                the event
                of the exercise of the Change of Law Call Right by Acquirer or Callco,
                as
                the case may be, each holder of Exchangeable Shares shall be obligated
                to
                sell all the Exchangeable Shares held by such holder to Acquirer
                or
                Callco, as the case may be, on the Change of Law Call Date upon payment
                by
                Acquirer to such holder of the Change of Law Call Purchase Price
                for each
                such Exchangeable Share.

            


    

     

    
      	
              10.2

            	
              To
                exercise the Change of Law Call Right, Acquirer or Callco must notify
                the
                Transfer Agent of its intention to exercise such right at least 45
                days
                before the date on which Acquirer or Callco intends to acquire the
                Exchangeable Shares (the "Change of Law Call Date"). If Acquirer
                or Callco
                exercises the Change of Law Call Right, then, on the Change of Law
                Call
                Date, Acquirer or Callco, as the case may be, will purchase and the
                holders of Exchangeable Shares will sell all of the Exchangeable
                Shares
                then outstanding for a price per share equal to the Change of Law
                Call
                Purchase Price.

            


    

     

    
      	
              10.3

            	
              For
                the purposes of completing the purchase of the Exchangeable Shares
                pursuant to the exercise of the Change of Law Call Right, Acquirer
                or
                Callco, as the case may be, shall deposit or cause to be deposited
                with
                the Transfer Agent, on or before the Change of Law Call Date, the
                Exchangeable Share Consideration representing the total Change of
                Law Call
                Purchase Price. Provided that such Exchangeable Share Consideration
                has
                been so deposited with the Transfer Agent, on and after the Change
                of Law
                Call Date the holders of the Exchangeable Shares shall cease to be
                holders
                of the Exchangeable Shares and shall not be entitled to exercise
                any of
                the rights of holders in respect thereof (including any rights under
                the
                Voting and Exchange Trust Agreement), other than the right to receive
                their proportionate part of the total Change of Law Purchase Price
                payable
                by Acquirer or Callco, as the case may be, without interest, upon
                presentation and surrender by the holder of certificates representing
                the
                Exchangeable Shares held by such holder and the holder shall on and
                after
                the Change of Law Call Date be considered and deemed for all purposes
                to
                be the holder of Acquirer Shares to which such holder is entitled.
                Upon
                surrender to the Transfer Agent of a certificate or certificates
                representing Exchangeable Shares, together with such other documents
                and
                instruments as may be required to effect a transfer of Exchangeable
                Shares
                under the ABCA and the by-laws of the Corporation and such additional
                documents and instruments as the Transfer Agent may reasonably require,
                the holder of such surrendered certificate or certificates shall
                be
                entitled to receive in exchange therefor, and the Transfer Agent
                on behalf
                of Acquirer or Callco, as the case may be, shall deliver to such
                holder,
                the Exchangeable Share Consideration to which such holder is
                entitled.

            


    

     

    
      
         

      

      
        -20-

        
          

        

      

      
         

      

    

    ARTICLE 11

     

    PURCHASE
      FOR CANCELLATION

     

    
      	
              11.1

            	
              Subject
                to applicable law and the articles of the Corporation and notwithstanding
                Section 11.2, the Corporation may at any time and from time to time
                purchase for cancellation all or any part of the Exchangeable Shares
                by
                private agreement with any holder of Exchangeable
                Shares.

            


    

     

    
      	
              11.2

            	
              Subject
                to applicable law and the articles of the Corporation, the Corporation
                may
                at any time and from time to time purchase for cancellation all or
                any
                part of the outstanding Exchangeable Shares by tender to all the
                holders
                of record of Exchangeable Shares then outstanding or through the
                facilities of any stock exchange on which the Exchangeable Shares
                are
                listed or quoted at any price per share together with an amount equal
                to
                all declared and unpaid dividends thereon for which the record date
                has
                occurred prior to the date of purchase. If in response to an invitation
                for tenders under the provisions of this Section 11.2, more
                Exchangeable Shares are tendered at a price or prices acceptable
                to the
                Corporation than the Corporation is prepared to purchase, the Exchangeable
                Shares to be purchased by the Corporation shall be purchased as nearly
                as
                may be pro rata according to the number of shares tendered by each
                holder
                who submits a tender to the Corporation, provided that when shares
                are
                tendered at different prices, the pro rating shall be effected
                (disregarding fractions) only with respect to the shares tendered
                at the
                price at which more shares were tendered than the Corporation is
                prepared
                to purchase after the Corporation has purchased all the shares tendered
                at
                lower prices. If only part of the Exchangeable Shares represented
                by any
                certificate shall be purchased, a new certificate for the balance
                of such
                shares shall be issued at the expense of the
                Corporation.

            


    

     

    ARTICLE 12

     

    VOTING
      RIGHTS

     

    
      	
              12.1

            	
              Except
                as required by applicable law and by Article 13, Section 14.1 and
                Section 15.2, the holders of the Exchangeable Shares shall not be
                entitled as such to receive notice of or to attend any meeting of
                the
                shareholders of the Corporation or to vote at any such
                meeting.

            


    

     

    
      
         

      

      
        -21-

        
          

        

      

      
         

      

    

    ARTICLE 13

     

    AMENDMENT
      AND APPROVAL

     

    
      	
              13.1

            	
              The
                rights, privileges, restrictions and conditions attaching to the
                Exchangeable Shares may be added to, changed or removed but only
                with the
                approval of the holders of the Exchangeable Shares given as hereinafter
                specified.

            


    

     

    
      	
              13.2

            	
              Any
                approval given by the holders of the Exchangeable Shares to add to,
                change
                or remove any right, privilege, restriction or condition attaching
                to the
                Exchangeable Shares or any other matter requiring the approval or
                consent
                of the holders of the Exchangeable Shares shall be deemed to have
                been
                sufficiently given if it shall have been given in accordance with
                applicable law subject to a minimum requirement that such approval
                be
                evidenced by resolution passed by not less than 66-2/3% of the votes
                cast
                on such resolution by holders (other than Acquirer and its Affiliates)
                represented in person or by proxy at a meeting of holders of Exchangeable
                Shares duly called and held at which the holders of at least 25%
                of the
                outstanding Exchangeable Shares (other than Exchangeable Shares held
                by
                Acquirer and its Affiliates) at that time are present or represented
                by
                proxy; provided that if at any such meeting the holders of at least
                25% of
                the outstanding Exchangeable Shares at that time are not present
                or
                represented by proxy within one-half hour after the time appointed
                for
                such meeting, then the meeting shall be adjourned to such date not
                less
                than five days thereafter and to such time and place as may be designated
                by the Chair of such meeting. At such adjourned meeting, the holders
                of
                Exchangeable Shares (other than Acquirer and its Affiliates) present
                or
                represented by proxy thereat may transact the business for which
                the
                meeting was originally called and a resolution passed thereat by
                the
                affirmative vote of not less than 66-2/3% of the votes cast on such
                resolution by holders (other than Acquirer and its Affiliates) represented
                in person or by proxy at such meeting shall constitute the approval
                or
                consent of the holders of the Exchangeable Shares. For purposes of
                this
                section, any spoiled votes, illegible votes, defective votes and
                abstentions shall be deemed to be votes not
                cast.

            


    

     

    ARTICLE 14

     

    RECIPROCAL
      CHANGES, ETC. IN RESPECT OF ACQUIRER SHARES

     

    
      	
              14.1

            	
              Each
                holder of an Exchangeable Share acknowledges that the Support Agreement
                provides, in part, that Acquirer will not, without the prior approval
                of
                the Corporation and the prior approval of the holders of the Exchangeable
                Shares given in accordance with Section 13.2 of these share
                provisions:

            


    

     

    
      	 	
              (a)

            	
              issue
                or distribute Acquirer Shares (or securities exchangeable for or
                convertible into or carrying rights to acquire Acquirer Shares) to
                the
                holders of all or substantially all of the then outstanding Acquirer
                Shares by way of stock dividend or other distribution, other than
                an issue
                of Acquirer Shares (or securities exchangeable for or convertible
                into or
                carrying rights to acquire Acquirer Shares) to holders of Acquirer
                Shares
                who (i) exercise an option to receive dividends in Acquirer Shares
                (or securities exchangeable for or convertible into or carrying rights
                to
                acquire Acquirer Shares) in lieu of receiving cash dividends, or
                (ii) pursuant to any dividend reinvestment plan or scrip
                dividend;

            


    

     

    
      
         

      

      
        -22-

        
          

        

      

      
         

      

    

    
      	 	
              (b)

            	
              issue
                or distribute rights, options or warrants to the holders of all or
                substantially all of the then outstanding Acquirer Shares entitling
                them
                to subscribe for or to purchase Acquirer Shares (or securities
                exchangeable for or convertible into or carrying rights to acquire
                Acquirer Shares); or

            


    

     

    
      	 	
              (c)

            	
              issue
                or distribute to the holders of all or substantially all of the then
                outstanding Acquirer Shares: 

            


    

     

    
      	 	
              (i)

            	
              shares
                or securities of Acquirer of any class other than Acquirer Shares
                (other
                than shares convertible into or exchangeable for or carrying rights
                to
                acquire Acquirer Shares); 

            


    

     

    
      	 	
              (ii)

            	
              rights,
                options or warrants other than those referred to in Section 14.1(b)
                above; 

            


    

     

    
      	 	
              (iii)

            	
              evidences
                of indebtedness of Acquirer; or 

            


    

     

    
      	 	
              (iv)

            	
              assets
                of Acquirer,

            


    

     

    unless
      the economic equivalent on a per share basis of such rights, options, warrants,
      securities, shares, evidences of indebtedness or other assets is issued or
      distributed simultaneously to holders of the Exchangeable Shares.

     

    
      	
              14.2

            	
              Each
                holder of an Exchangeable Share acknowledges that the Support Agreement
                further provides, in part, that Acquirer will not without the prior
                approval of the Corporation and the prior approval of the holders
                of the
                Exchangeable Shares given in accordance with
                Section 13.2:

            


    

     

    
      	 	
              (a)

            	
              subdivide,
                redivide or change the then outstanding Acquirer Shares into a greater
                number of Acquirer Shares;

            


    

     

    
      	 	
              (b)

            	
              reduce,
                combine, consolidate or change the then outstanding Acquirer Shares
                into a
                lesser number of Acquirer Shares; or


            


    

     

    
      	 	
              (c)

            	
              reclassify
                or otherwise change the Acquirer Shares or effect an amalgamation,
                merger,
                reorganization or other transaction affecting the Acquirer
                Shares;

            


    

     

    unless
      the same or an economically equivalent change shall simultaneously be made
      to,
      or in the rights of the holders of, the Exchangeable Shares and such change
      is
      permitted under applicable law. The Support Agreement further provides, in
      part,
      that the provisions of the Support Agreement described in Section 14.1 and
      this Section 14.2 shall not be changed without the approval of the holders
      of the Exchangeable Shares given in accordance with
      Section 13.2.

     

    
      
         

      

      
        -23-

        
          

        

      

      
         

      

    

    
      	
              14.3

            	
              Notwithstanding
                the foregoing provisions of this Article 14, in the event of an Acquirer
                Control Transaction:

            


    

     

    
      	 	
              (a)

            	
              in
                which Acquirer merges or amalgamates with, or in which all or
                substantially all of the then outstanding Acquirer Shares are acquired
                by,
                one or more other corporations to which Acquirer is, immediately
                before
                such merger, amalgamation or acquisition, "related" within the meaning
                of
                the ITA  (otherwise
                than by virtue of a right referred to in paragraph 251(5)(b)
                thereof);

            


    

     

    
      	 	
              (b)

            	
              which
                does not result in an acceleration of the Redemption Date in accordance
                with paragraph (b) of that definition;
                and

            


    

     

    
      	 	
              (c)

            	
              in
                which all or substantially all of the then outstanding Acquirer Shares
                are
                converted into or exchanged for shares or rights to receive such
                shares
                (the "Other Shares") of another corporation (the "Other Corporation")
                that, immediately after such Acquirer Control Transaction, owns or
                controls, directly or indirectly,
                Acquirer;

            


    

     

    then
      all
      references herein to "Acquirer" shall thereafter be and be deemed to be
      references to "Other Corporation" and all references herein to "Acquirer Shares"
      shall thereafter be and be deemed to be references to "Other Shares" (with
      appropriate adjustments, if any, as are required to result in a holder of
      Exchangeable Shares on the exchange, redemption or retraction of such shares
      pursuant to these share provisions or exchange of such shares pursuant to the
      Voting and Exchange Trust Agreement immediately subsequent to the Acquirer
      Control Transaction being entitled to receive that number of Other Shares equal
      to the number of Other Shares such holder of Exchangeable Shares would have
      received if the exchange, redemption or retraction of such shares pursuant
      to
      these share provisions, or exchange of such shares pursuant to the Voting and
      Exchange Trust Agreement had occurred immediately prior to the Acquirer Control
      Transaction and the Acquirer Control Transaction was completed) without any
      need
      to amend the terms and conditions of the Exchangeable Shares and without any
      further action required.

     

    ARTICLE 15

     

    ACTIONS
      BY THE COMPANY UNDER SUPPORT AGREEMENT AND VOTING EXCHANGE TRUST
      AGREEMENT

     

    
      	
              15.1

            	
              The
                Corporation will take all such actions and do all such things as
                shall be
                necessary or advisable to perform and comply with and to ensure
                performance and compliance by Acquirer, Callco and the Corporation
                with
                all provisions of the Support Agreement and the Voting and Exchange
                Trust
                Agreement applicable to Acquirer, Callco and the Corporation,
                respectively, in accordance with the terms thereof including taking
                all
                such actions and doing all such things as shall be necessary or advisable
                to enforce to the fullest extent possible for the direct benefit
                of the
                Corporation all rights and benefits in favour of the Corporation
                under or
                pursuant thereto. 

            


    

     

    
      
         

      

      
        -24-

        
          

        

      

      
         

      

    

    
      	
              15.2

            	
              The
                Corporation shall not propose, agree to or otherwise give effect
                to any
                amendment to, or waiver or forgiveness of its rights or obligations
                under,
                the Support Agreement or the Voting and Exchange Trust Agreement
                without
                the approval of the holders of the Exchangeable Shares given in accordance
                with Section 13.2 other than such amendments, waivers and/or
                forgiveness as may be necessary or advisable for the purposes
                of:

            


    

     

    
      	 	
              (a)

            	
              adding
                to the covenants of the other parties to such agreement for the protection
                of the Corporation or the holders of the Exchangeable Shares
                thereunder;

            


    

     

    
      	 	
              (b)

            	
              making
                such provisions or modifications not inconsistent with such agreement
                as
                may be necessary or desirable with respect to matters or questions
                arising
                thereunder which, in the good faith opinion of the Board of Directors,
                it
                may be expedient to make, provided that the Board of Directors shall
                be of
                the good faith opinion, after consultation with counsel, that such
                provisions and modifications will not be prejudicial to the interests
                of
                the holders of the Exchangeable Shares; or


            


    

     

    
      	 	
              (c)

            	
              making
                such changes in or corrections to such agreement which, on the advice
                of
                counsel to the Corporation, are required for the purpose of curing
                or
                correcting any ambiguity or defect or inconsistent provision or clerical
                omission or mistake or manifest error contained therein, provided
                that the
                Board of Directors shall be of the good faith opinion, after consultation
                with counsel, that such changes or corrections will not be prejudicial
                to
                the interests of the holders of the Exchangeable
                Shares.

            


    

     

    ARTICLE 16

     

    LEGEND;
      CALL RIGHTS; WITHHOLDING RIGHTS

     

    
      	
              16.1

            	
              The
                certificates evidencing the Exchangeable Shares shall contain or
                have
                affixed thereto a legend in form and on terms approved by the Board
                of
                Directors, with respect to the Support Agreement, the Liquidation
                Call
                Right, the Retraction Call Right, the Redemption Call Right and the
                Change
                of Law Call Right, and the Voting and Exchange Trust Agreement (including
                the provisions with respect to the voting rights, exchange right
                and
                automatic exchange thereunder) and
                with respect to restrictions on resale under the United States Securities
                Act of 1933, as amended, until such time as the Corporation shall
                determine that such U.S. Securities Act legend shall no longer be
                necessary.

            


    

     

    
      	
              16.2

            	
              Each
                holder of an Exchangeable Share, whether of record or beneficial,
                by
                virtue of becoming and being such a holder shall be deemed to acknowledge
                each of the Liquidation Call Right, the Retraction Call Right and
                the
                Redemption Call Right, in each case, in favour of Callco, and the
                Change
                of Law Call Right in favour of Acquirer and Callco and the overriding
                nature thereof in connection with the liquidation, dissolution or
                winding-up of the Corporation or any other distribution of the assets
                of
                the Corporation among its shareholders for the purpose of winding-up
                its
                affairs, or the retraction or redemption of Exchangeable Shares,
                or a
                Change of Law (as defined for purposes of the Change of Law Call
                Right),
                as the case may be, and to be bound thereby in favour of Callco or
                Acquirer, as the case may be, as therein
                provided.

            


    

     

    
      
         

      

      
        -25-

        
          

        

      

      
         

      

    

    
      	
              16.3

            	
              The
                Corporation, Callco, Acquirer and the Transfer Agent shall be entitled
                to
                deduct and withhold from any dividend or consideration otherwise
                payable
                to any holder of Exchangeable Shares such amounts as the Corporation,
                Callco, Acquirer or the Transfer Agent is required to deduct and
                withhold
                with respect to such payment under the ITA, the United States Internal
                Revenue Code of 1986 or any provision of provincial, state, territorial,
                local or foreign tax law, in each case, as amended. To the extent
                that
                amounts are so withheld, such withheld amounts shall be treated for
                all
                purposes hereof as having been paid to the holder of the Exchangeable
                Shares in respect of which such deduction and withholding was made,
                provided that such withheld amounts are actually remitted to the
                appropriate taxing authority. To the extent that the amount so required
                or
                permitted to be deducted or withheld from any payment to a holder
                exceeds
                the cash portion of the consideration otherwise payable to the holder,
                the
                Corporation, Callco, Acquirer and the Transfer Agent are hereby authorized
                to sell or otherwise dispose of such portion of the consideration
                as is
                necessary to provide sufficient funds to the Corporation, Callco,
                Acquirer
                or the Transfer Agent, as the case may be, to enable it to comply
                with
                such deduction or withholding requirement and the Corporation, Callco,
                Acquirer or the Transfer Agent shall notify the holder thereof and
                remit
                any unapplied balance of the net proceeds of such
                sale.

            


    

     

    ARTICLE 17

     

    GENERAL

     

    
      	
              17.1

            	
              Any
                notice, request or other communication to be given to the Corporation
                by a
                holder of Exchangeable Shares shall be in writing and shall be valid
                and
                effective if given by mail (postage prepaid) or by telecopy or by
                delivery
                to the registered office of the Corporation and addressed to the
                attention
                of the Secretary of the Corporation. Any such notice, request or
                other
                communication, if given by mail, telecopy or delivery, shall only
                be
                deemed to have been given and received upon actual receipt thereof
                by the
                Corporation. 

            


    

     

    
      	
              17.2

            	
              Any
                presentation and surrender by a holder of Exchangeable Shares to
                the
                Corporation or the Transfer Agent of certificates representing
                Exchangeable Shares in connection with the liquidation, dissolution
                or
                winding-up of the Corporation or the retraction or redemption of
                Exchangeable Shares shall be made by registered mail (postage prepaid)
                or
                by delivery to the registered office of the Corporation or to such
                office
                of the Transfer Agent as may be specified by the Corporation, in
                each
                case, addressed to the attention of the Secretary of the Corporation.
                Any
                such presentation and surrender of certificates shall only be deemed
                to
                have been made and to be effective upon actual receipt thereof by
                the
                Corporation or the Transfer Agent, as the case may be. Any such
                presentation and surrender of certificates made by registered mail
                shall
                be at the sole risk of the holder mailing the same. 

            


    

     

    
      
         

      

      
        -26-

        
          

        

      

      
         

      

    

    
      	
              17.3

            	
              Any
                notice, request or other communication to be given to a holder of
                Exchangeable Shares by or on behalf of the Corporation shall be in
                writing
                and shall be valid and effective if given by mail (postage prepaid)
                or by
                delivery to the address of the holder recorded in the register of
                the
                Corporation or, in the event of the address of any such holder not
                being
                so recorded, then at the last address of such holder known to the
                Corporation. Any such notice, request or other communication, if
                given by
                mail, shall be deemed to have been given and received on the third
                Business Day following the date of mailing and, if given by delivery,
                shall be deemed to have been given and received on the date of delivery.
                Accidental failure or omission to give any notice, request or other
                communication to one or more holders of Exchangeable Shares shall
                not
                invalidate or otherwise alter or affect any action or proceeding
                intended
                to be taken by the Corporation pursuant thereto.
                

            


    

     

    
      	
              17.4

            	
              Subject
                to the requirements of National Instrument 54-101 and any successor
                instrument, policy statement or rule of the Canadian Securities
                Administrators or other applicable law, for greater certainty, the
                Corporation shall not be required for any purpose under these share
                provisions to recognize or take account of Persons who are not recorded
                as
                such in the securities register for the Exchangeable
                Shares.

            


    

     

    
      	
              17.5

            	
              If
                the Corporation determines that mail service is or is threatened
                to be
                interrupted at the time when the Corporation is required or elects
                to give
                any notice to the holders of Exchangeable Shares hereunder, the
                Corporation shall, notwithstanding the provisions hereof, give such
                notice
                by means of publication in The Globe and Mail, national edition,
                or any
                other English language daily newspaper or newspapers of general
                circulation in Canada and in a French language daily newspaper of
                general
                circulation in the Province of Québec, once in each of two successive
                weeks, and notice so published shall be deemed to have been given
                on the
                latest date on which the first publication has taken place. If, by
                reason
                of any actual or threatened interruption of mail service due to strike,
                lock-out or otherwise, any notice to be given to the Corporation
                would be
                unlikely to reach its destination in a timely manner, such notice
                shall be
                valid and effective only if delivered personally to the Corporation
                in
                accordance with Section 17.1 or17.2, as the case may be.
                

            


    

     

    


     


    
      
         

      

      
        -27-

        
          

        

      

      
         

      

    



    APPENDIX
      A

     

    RETRACTION
      REQUEST

     

    [TO
      BE PRINTED ON EXCHANGEABLE SHARE CERTIFICATES]

     

    To: Oilsands
      Quest Inc. ("OQI") and 1259882 Alberta Ltd. ("Callco")

     

    This
      notice is given pursuant to Article 6
      of the
      rights, privileges, restrictions and conditions (the "Share Provisions")
      attaching to the Exchangeable Shares of OQI represented by this certificate
      and
      all capitalized words and expressions used in this notice that are defined
      in
      the Share Provisions have the meanings ascribed to such words and expressions
      in
      such Share Provisions.

     

    The
      undersigned hereby notifies OQI that, subject to the Retraction Call Right
      referred to below, the undersigned desires to have OQI redeem in accordance
      with
Article 6
      of the
      Share Provisions:

     

    [
      ]  all
      share(s) represented by this certificate; or

     

    [
      ]    
_____________share(s)
      only represented by this certificate.

     

    The
      undersigned hereby notifies OQI that the Retraction Date shall be
      ___________________________.

     

    NOTE: The
      Retraction Date must be a Business Day and must not be less than
      10 Business Days nor more than 15 Business Days after the date upon
      which this notice is received by OQI. If no such Business Day is specified
      above, the Retraction Date shall be deemed to be the 15th Business Day
      after the date on which this notice is received by OQI.

     

    The
      undersigned acknowledges the overriding Retraction Call Right of Callco to
      purchase all but not less than all the Retracted Shares from the undersigned
      and
      that this notice is and shall be deemed to be a revocable offer by the
      undersigned to sell the Retracted Shares to Callco in accordance with the
      Retraction Call Right on the Retraction Date for the Purchase Price and on
      the
      other terms and conditions set out in Section 6.3
      of the
      Share Provisions. This Retraction Request, and this offer to sell the Retracted
      Shares to Callco, may be revoked and withdrawn by the undersigned only by notice
      in writing given to OQI at any time before the close of business on the Business
      Day immediately preceding the Retraction Date.

     

    The
      undersigned acknowledges that if, as a result of solvency provisions of
      applicable law, OQI is unable to redeem all Retracted Shares, the undersigned
      will be deemed to have exercised the Exchange Right (as defined in the Voting
      and Exchange Trust Agreement) so as to require Acquirer to purchase the
      unredeemed Retracted Shares.

     

    The
      undersigned hereby represents and warrants to Callco and OQI that the
      undersigned:

     

    
      
         

      

      
        -28-

        
          

        

      

      
         

      

    

    [
      ]  is

     

    (select
      one)

     

    [
      ]  is
      not

     

    a
      resident in Canada for purposes of the Income
      Tax Act
      (Canada). THE UNDERSIGNED ACKNOWLEDGES THAT IN THE ABSENCE OF AN INDICATION
      THAT
      THE UNDERSIGNED IS A RESIDENT IN CANADA, WITHHOLDING ON ACCOUNT OF CANADIAN
      TAX
      MAY BE MADE FROM AMOUNTS PAYABLE TO THE UNDERSIGNED ON THE REDEMPTION OR
      PURCHASE OF THE RETRACTED SHARES.

     

    The
      undersigned hereby represents and warrants to Callco and OQI that the
      undersigned has good title to, and owns, the share(s) represented by this
      certificate to be acquired by Callco or OQI, as the case may be, free and clear
      of all liens, claims and encumbrances.

     

    
      	 	 	 	 	 
	
              (D(Date)

            	 	
              (Signature
                of Shareholder)

            	 	
              (Guarantee
                of Signature)

            


    

    


     

    
      	[
              ]            
              	
               Please
                check box if the securities and any cheque(s) resulting from the
                retraction or purchase of the Retracted Shares are to be held for
                pick-up
                by the shareholder from the Transfer Agent, failing which the securities
                and any cheque(s) will be mailed to the last address of the shareholder
                as
                it appears on the register.

            


    

     

    
      	NOTE:    	
              This
                panel must be completed and this certificate, together with such
                additional documents as the Transfer Agent may require, must be deposited
                with the Transfer Agent. The securities and any cheque(s) resulting
                from
                the retraction or purchase of the Retracted Shares will be issued
                and
                registered in, and made payable to, respectively, the name of the
                shareholder as it appears on the register of OQI and the securities
                and
                any cheque(s) resulting from such retraction or purchase will be
                delivered
                to such shareholder as indicated above, unless the form appearing
                immediately below is duly
                completed.

            


    

     

    Date:

     

    Name
      of
      Person in Whose Name Securities or Cheque(s) Are to be Registered, Issued or
      Delivered (please print): 

     

    Street
      Address or P.O. Box:

     

    Signature
      of Shareholder: 

     

    City,
      Province and Postal Code:

     

    Signature
      Guaranteed by:

     

    
      
         

      

      
        -29-

        
          

        

      

      
         

      

    

    NOTE: If
      this
      Retraction Request is for less than all of the shares represented by this
      certificate, a certificate representing the remaining share(s) of OQI
      represented by this certificate will be issued and registered in the name of
      the
      shareholder as it appears on the register of OQI, unless the Share Transfer
      Power on the share certificate is duly completed in respect of such
      share(s)

     

    


    
      
         

      

        -30-