Common use of Company Action Clause in Contracts

Company Action. (a) The Company represents and warrants to the Offeror that the Board, after consultation with its legal and financial advisors, has unanimously determined that the Offer is fair to the Shareholders and is in the best interests of the Company and the Shareholders. Subject to Section 3.2, the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006. (b) The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company represents and warrants to the Offeror that the Board, after consultation with its legal at a meeting duly called and financial advisorsheld on June 10, 2008, has unanimously (i) determined that the Offer Transaction Agreements to which the Company or any Subsidiary is fair a party and the Transactions applicable to the Shareholders and is Company or any Subsidiary are in the best interests of the Company and the Shareholders. Subject Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to Section 3.2, which the Company will use its reasonable commercial efforts to issue or any Subsidiary is a notice of change party and the Transactions applicable to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept Company or any Subsidiary, including the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006. (b) The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will amendments set forth in prominent type, among other thingsthe Amendment to the Certificate of Incorporation, the determinations Amended and recommendations Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in Section 2.3(a) the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the intention Amendment to the Certificate of members Designations of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934Junior Preferred Stock. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board of Directors, at a meeting duly called and held on October 7, 1998, at which a majority of the Directors were present, unanimously and duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger (such approval being sufficient to render Section 203 of Delaware Law inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger), recommended that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offeror that Offer and approve this Agreement and the Boardtransactions contemplated hereby, after consultation with its legal including the Merger, and financial advisors, has unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the stockholders of the Company and the Shareholders. Subject to Section 3.2(ii) Alle▇ & ▇ompany, Inc., the Company will use its reasonable commercial efforts to issue a notice of change Company's financial advisor, has rendered to the Director’s Circular Board of Directors its opinion that the consideration to be received by the holders of Shares, Options and an amendment Warrants of the Company pursuant to its Schedule 14D-9 recommending that Shareholders accept the Offer (and the “Directors’ Circular Notice Merger is fair to such holders from a financial point of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006view. (b) The Company shall co-operate file with the OfferorSEC, use reasonable commercial efforts simultaneously with (or at such later date as may be mutually agreed between the Company and Purchaser) the filing by the Purchaser of the Schedule 14D-1 with respect to support the Offer, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "SCHEDULE 14D-9") that will comply in all material respects with the provisions of all applicable Federal securities laws. The Company shall mail such Schedule 14D-9 to the stockholders of the Company along with the Offer and provide Documents promptly after the Offeror with a draft copy commencement of the Directors’ Circular Notice Offer. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of Change the Board of Directors described in Section 1.2(a) hereof. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respect (and each of the Purchaser and Merger Sub, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be mailed to Shareholders prior filed with the SEC and disseminated to the mailing thereof, on a confidential basis, Company's stockholders to the extent required by applicable Federal securities laws. The Purchaser and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply Schedule 14D-9 before it is filed with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934SEC. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company shall promptly upon execution of this Agreement furnish the Purchaser with mailing labels containing the names and mailed to the Shareholdersaddresses of all record holders of Shares and security position listings of Shares held in stock depositories, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Lawseach as of a recent date, and shall in all material respects comply promptly furnish the Purchaser with such additional information, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as the requirements Purchaser or its agents may reasonably request for the purpose of all applicable lawscommunicating the Offer to the record and beneficial holders of Shares.

Company Action. (a) The Company represents and warrants to the Offeror that the Board, after consultation with its legal and financial advisors, has unanimously determined that the Offer is fair to the Shareholders and is in the best interests of the Company and the Shareholders. Subject to Section 3.2, the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 175, 2006. (b) The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that the Company Board, after consultation with its legal at a meeting duly called and financial advisorsheld and acting on the unanimous recommendation of a special committee of the Company Board comprised entirely of independent directors (the “Transaction Committee”), has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company Company’s stockholders, (ii) approved and adopted this Agreement and the Shareholders. Subject transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law and (iii) subject to Section 3.27.04(b), resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company will use has been advised that all of its reasonable commercial efforts directors and executive officers who own Shares intend to issue a notice of change tender their Shares pursuant to the Director’s Circular Offer either prior to the Initial Expiration Date or prior to the expiration date of the Subsequent Offering Period, if any. The Company shall promptly furnish Parent with an updated list of its stockholders, mailing labels and an amendment any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and shall provide to its Schedule 14D-9 recommending that Shareholders accept the Offer Parent such additional information (the “Directors’ Circular Notice including updated lists of Change”stockholders, mailing labels and lists of securities positions) concurrent and such other assistance as Parent may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) The As promptly as practicable (and, in any event, not later than the later of (i) the third Business Day following the date hereof and (ii) the date the Schedule TO Amendment is filed with the SEC), the Company shall co-operate file with the OfferorSEC an amendment reflecting the Company Board’s recommendation that the Company’s stockholders accept the Offer, use reasonable commercial efforts the Company Board’s approval of this Agreement and otherwise reflecting the terms and conditions of this Agreement (the “Schedule 14D-9 Amendment”) to support the Offer and provide the Offeror its Solicitation/Recommendation Statement on Schedule 14D-9 originally filed on June 12, 2003, with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior respect to the mailing thereofOffer, on a confidential basisincluding (if Parent shall have theretofore provided the information required by the final sentence of Section 2.03(b)) an Information Statement (such Schedule 14D-9, as amended or supplemented from time to time, the “Schedule 14D-9”), and shall provide mail the Offeror Schedule 14D-9 Amendment and the Information Statement to the holders of Shares. Each of the Company, Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Schedule 14D-9 (including the Information Statement) if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 (including the Information Statement) and to cause the Schedule 14D-9 (including the Information Statement) as so amended or supplemented to be filed with a reasonable opportunity the SEC and disseminated to review the Company’s stockholders, in each case as and provide any comments thereonto the extent required by applicable federal securities laws. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above provide Parent and the Offeror and its counsel in writing with any comments or other communications, whether written or oral, that the Company shall cooperate in attempting to jointly mail or its counsel may receive after the Second Notice date of Variation and this Agreement from the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 or the Information Statement promptly after the receipt of Change shall also comply with the applicable rules governing the recommendation such comments or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934other communications. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to the Offeror that the Boardthat: (i) its Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld on November 21, 1997, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company holders of Shares, (B) approved this Agreement, the Offer and the Shareholders. Subject to Section 3.2Merger, the Equity Contribution, the Debt Offer and the Financing (each as hereinafter defined) and the other transactions contemplated hereby and (C) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares to Purchaser thereunder and approve this Agreement, the Merger and the other transactions contemplated hereby; and (ii) Credit Suisse First Boston Corporation (the "Financial Adviser") has delivered to the Board of Directors of the Company its opinion that the consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company will use its reasonable commercial efforts promptly provide Purchaser with a true and complete written copy of such fairness opinion and has been authorized by the Financial Adviser to issue permit the inclusion of such fairness opinion (and, subject to prior review and consent by such Financial Adviser, a notice of change reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept inclusion in the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing Documents of the Second Notice recommendations of Variation by the Offeror, and Company's Board of Directors described in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006this Section 1.2(a). (b) The Company shall co-operate file with the OfferorSEC, use reasonable commercial efforts to support contemporaneously with the commencement of the Offer pursuant to Section 1.1, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and provide supplements thereto, the Offeror with a draft copy "Schedule 14D-9") containing the recommendations of the Directors’ Circular Notice Company's Board of Change to be mailed to Shareholders prior Directors described in Section 1.2(a)(i) and shall promptly mail the Schedule 14D-9 to the mailing thereof, on a confidential basis, and shall provide shareholders of the Offeror with a reasonable opportunity to review and provide any comments thereonCompany. The Company and Purchaser each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 that shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror have become false or misleading in any material respect, and the Company shall cooperate further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of Shares, in attempting to jointly mail the Second Notice of Variation each case as and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the extent required by applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934federal securities laws. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, if requested by Purchaser, the Company shall promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and mailed to any available listings or computer files containing the Shareholdersnames and addresses of the record holders of Shares, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Lawseach as of a recent date, and shall promptly furnish Purchaser with such additional information (including but not limited to updated lists of shareholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Purchaser or its agents may reasonably require in all material respects comply with communicating the requirements Offer to the record and beneficial holders of all applicable lawsShares.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to the Offeror that (i) the Board, after consultation with its legal at a meeting duly called and financial advisorsheld on May 10, 1999, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreement, including each of the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the stockholders of the Company and has declared this Agreement and the Shareholders. Subject transactions contemplated by this Agreement to Section 3.2be advisable, (B) approved this Agreement and the Company will use its reasonable commercial efforts to issue a notice transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders Shares accept the Offer (and that the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing stockholders of the Second Notice Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of Variation the date of such opinion, the consideration to be received by the Offerorholders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any event, of the Company shall issue such Directors’ Circular Notice rights of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Parent or Purchaser under this Agreement. (b) The Company shall co-operate agrees, subject to the terms and conditions set forth herein, that it will file, as soon as reasonably practicable on the date of commencement of the Offer, with the OfferorSEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, use reasonable commercial efforts the "Schedule 14D-9") containing, subject only to support the Offer right to withdraw, modify or amend such recommendation as and provide to the Offeror with a draft copy extent provided in Section 1.02(a), the recommendation of the Directors’ Circular Notice Board described in Section 1.02(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Company will take all steps necessary to ensure that the Schedule 14D-9 (i) will comply in all material respects with the provisions of Change applicable federal and state securities laws and (ii) will not contain any untrue statement of a material fact or -4- omit to state any material fact required to be mailed stated therein or necessary to Shareholders prior make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of Shares, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Parent and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereoncomment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company shall mail the Directors’ Circular Notice agrees to provide Parent and its counsel with copies of Change within the time frame indicated above and the Offeror and any written comments that the Company shall or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and written statements describing telephone conversations with the SEC or its staff with respect to the 14D-9 promptly after the receipt of such comments or such conversations and to cooperate with Parent, Purchaser and their counsel in attempting responding to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Changeany such comments. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers agrees to tender their Common Shares use its reasonable best efforts to respond promptly to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934SEC. (c) The Directors’ Circular Notice Company shall cause its transfer agent to promptly furnish Purchaser with mailing labels containing the names and addresses of Changeall record holders of Shares and with security position listings of Shares held in stock depositories, when filed each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares and securities convertible into Shares. The Company shall cause its transfer agent to furnish Purchaser with such additional information (including updated listings and computer files of stockholders, mailing labels and security position listings) and such other assistance as Parent, Purchaser or their agents may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Regulatory Authorities Offer and mailed to the ShareholdersMerger and, if this Agreement shall contain all information which is required to be included therein terminated in accordance with all applicable lawsSection 8.01, including all Applicable Corporate Laws will promptly deliver to the Company the original and all Applicable Securities Laws, and shall copies of such information then in all material respects comply with the requirements of all applicable lawstheir possession.

Company Action. (a) The Company hereby approves of and consents to the Offer, and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, has, subject to the Offeror that terms and conditions set forth in this Agreement, unanimously (i) approved this Agreement, and deemed this Agreement, the BoardOffer, after consultation with its legal the Merger and financial advisorsthe transactions contemplated by this Agreement advisable, has unanimously determined that the Offer is fair to the Shareholders and is in the best interests of the Company Stockholders; (ii) approved and adopted this Agreement and the Shareholders. Subject to Section 3.2transactions contemplated by this Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the Offer, the Merger, this Agreement and the transactions contemplated by this Agreement for purposes of Section 203 of the DGCL; and (iii) resolved to recommend that the Company will use its reasonable commercial efforts Stockholders accept the Offer, that the Company Stockholders tender their shares of Company Common Stock in the Offer to issue a notice of change Merger Sub, and that the Company Stockholders approve and adopt this Agreement and the Merger to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer extent required by applicable Law (the “Directors’ Circular Notice of ChangeCompany Recommendation”) concurrent with ). The Company consents to the issue and mailing inclusion of the Second Notice of Variation by Company Recommendation in the OfferorOffer Documents, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006subject to Section 4.02(b). (b) The Company shall co-operate hereby agrees to file with the OfferorSEC, use reasonable commercial efforts to support as soon as reasonably practicable on the day that the Offer is commenced, a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 4.02(b), contains the Company Recommendation and provide to promptly mail the Offeror Schedule 14D-9 to the Company Stockholders together with a draft copy the Offer Documents and cause the Offer Documents and the Schedule 14D-9 to be disseminated to the Company Stockholders, in each case as and to the extent required by, and in accordance with the applicable requirements of the Directors’ Circular Notice of Change to U.S. federal securities laws. Parent, Merger Sub and their counsel shall be mailed to Shareholders prior to given the mailing thereof, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 sufficiently in advance of its filing with the SEC. The Company will use its reasonable best efforts to cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of the U.S. federal securities laws. The Company, Parent and Merger Sub each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror have become false or misleading in any material respect, and the Company shall cooperate in attempting further agrees to jointly mail take all steps necessary to cause the Second Notice of Variation Schedule 14D-9 as so corrected to be filed with the SEC and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares disseminated to the OfferCompany Stockholders to the extent required by applicable Law. The Directors’ Circular Notice of Change Parent and Merger Sub shall also comply promptly furnish to the Company all information concerning Parent and Merger Sub that is required or reasonably requested by Company in connection with the applicable rules governing obligations relating to the recommendation or solicitation by the subject company and others set forth Schedule 14D-9 contained in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934this Section 1.02(b). (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company promptly will furnish (or cause its transfer agent to furnish) Parent and mailed to Merger Sub with mailing labels, security position listings and any available listing or computer files containing the Shareholdersnames and addresses of the Company Stockholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Lawseach as of a recent date, and shall furnish Merger Sub with such additional information and assistance (including updated lists of the Company Stockholders, mailing labels and lists of securities positions) as Merger Sub or its agents may reasonably request in all material respects comply communicating the Offer to the record and beneficial holders of shares of Company Common Stock. Except as required by applicable Law, and except as necessary to communicate the Offer, the Merger or the transactions contemplated by this Agreement to the Company Stockholders, Parent and Merger Sub (and their respective representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the requirements Offer and the Merger, and, if this Agreement is terminated or the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company or destroy all copies of all applicable lawssuch information, labels, listings and files then in their possession or in the possession of their agents or representatives. (d) The Company hereby grants to Parent and Merger Sub an irrevocable option (the “Merger Option”) to purchase up to that number of newly issued shares of Company Common Stock (the “Merger Option Shares”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent and Merger Sub immediately following consummation of the Offer, shall constitute one share more than 90% of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Merger Option Shares) for consideration per Merger Option Share equal to the Offer Price. (e) The Merger Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Merger Sub as a result of which Parent and Merger Sub own beneficially at least 80% of the outstanding shares of Company Common Stock. The Merger Option shall not be exercisable if the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. (f) In the event that Parent or Merger Sub wish to exercise the Merger Option, Merger Sub shall give the Company one day’s prior written notice specifying the number of shares of Company Common Stock that are or will be owned by Parent and Merger Sub immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Merger Sub specifying the number of Merger Option Shares. At the closing of the purchase of the Merger Option Shares, the portion of the purchase price owing upon exercise of the Merger Option that equals the product of (i) the number of shares of Company Common Stock purchased pursuant to the Merger Option, multiplied by (ii) the Offer Price, shall be paid to the Company, at the election of Parent and Merger Sub, in cash (by wire transfer or cashier’s check) or by delivery of a promissory note having full recourse to Parent.

Company Action. (a) The Company hereby approves and agrees to undertake the Offer and represents that its Board of Directors, at a meeting duly called and warrants to the Offeror that the Boardheld on April 26, after consultation with its legal and financial advisors1999, has (i) unanimously determined that this Agreement and the Offer is Transactions are fair to the Shareholders and is in the best interests interest of the Company's stockholders, (ii) unanimously approved this Agreement, the Stockholders Agreement and the Transactions, which approval satisfies in full the requirements of the DGCL including Section 203 of the DGCL, and the Amended and Restated Certificate of Incorporation (the "CERTIFICATE OF INCORPORATION") and the Amended and Restated By Laws (the "BY-LAWS") of the Company and the Shareholders. Subject (iii) subject to Section 3.26.04 (b), unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company will use its reasonable commercial efforts to issue shall include a notice statement of change such recommendation and approval in the Offer Documents. The Company represents that Bowe▇ ▇▇▇l▇▇▇▇▇ ▇▇▇▇▇▇ & ▇o. (the "ADVISOR") as financial advisors to the Director’s Circular Company, has delivered to the Company's Board of Directors its written opinion that the cash consideration to be received in the Offer and an amendment the Merger by the holders of Shares (other than any holders of Shares who will retain Shares following consummation of the Offer and the Merger) is fair from a financial point of view to such holders. The Company has been advised that all of its Schedule 14D-9 recommending that Shareholders accept directors and executive officers intend to tender their Shares pursuant to the Offer (except to the “Directors’ Circular Notice of Change”) concurrent with extent provided in the issue Stockholders Agreement). The Company agrees to, and mailing has been authorized by the financial advisor to permit, subject to prior review and consent of the Second Notice of Variation by the Offeror, and in any eventfinancial advisor (such consent not to be unreasonably withheld), the Company shall issue such Directors’ Circular Notice inclusion of Change no later than 12:00 midnight the fairness opinion (Calgary timeor a reference thereto) on July 17, 2006in the Offer Documents. (b) The Company shall co-operate with the Offeror, use reasonable commercial efforts take all action as may be necessary to support effect the Offer as contemplated by this Agreement, including, without limitation, promptly mailing the Offer Documents to the record holders and provide the Offeror with a draft copy beneficial owners of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934Shares. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed References herein to the Shareholders, shall contain all information which is required "FIDUCIARY DUTIES" of the members of the Board of Directors of the Company mean the fiduciary duties of such members to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements holders of all applicable lawsShares.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants to the Offeror that the Board, after consultation with its legal including all of the independent directors of the Company, at a meeting duly called and financial advisorsheld on October 12, 2000, has, subject to the terms and conditions set forth herein, adopted resolutions, which are not conditional and have not been amended or repealed, pursuant to which the Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders to, and is in the best interests of, the stockholders of the Company, (ii) declared that the Merger is advisable and approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects and such approval constitutes prior approval of the Offer, this Agreement and the Merger for purposes of Section 3-105(b) of the Maryland General Corporation Law (the "MGCL") and similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby, (iii) recommended that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and, if required by law, approve and adopt this Agreement and the Shareholders. Subject Merger; and in addition that the Company consents, subject to Section 3.25.4, to the inclusion of such recommendation and approval in the Offer Documents, (iv) agreed to take all actions to amend the Option Plans in the manner contemplated by this Agreement, (v) caused the transactions contemplated by this Agreement not to be governed by the provisions of Subtitles 6 and 7 of Title 3 of the MGCL, and (v) approved the Option Agreement (as hereinafter defined), authorized the classification of the Series B Preferred Stock (as hereinafter defined), the Company will use its reasonable commercial efforts to issue a notice filing of change Articles Supplementary with respect to the Director’s Circular Series B Preferred Stock and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing issuance of the Second Notice Series B Preferred Stock to Acquisition upon exercise of Variation by the Offeror, and Option in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006manner described in the Option Agreement. (b) The Company shall co-operate hereby agrees to file with the Offeror, use reasonable commercial efforts SEC as soon as practicable after the date hereof a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to support the Offer (together with any amendments thereof or supplements thereto, the "Schedule 14D-9"), containing the recommendation described in Section 1.2(a) and provide to promptly mail the Offeror with a draft copy Schedule 14D-9 to the stockholders of the Directors’ Circular Notice of Change Company. The Company, Parent and Acquisition each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be mailed to Shareholders prior promptly filed with the SEC and disseminated to the mailing thereofholders of Shares, on a confidential basisin each case as and to the extent required by applicable federal securities laws and the rules and regulations of the SEC. The Parent, Acquisition and their counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 prior to it being filed with the SEC. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above agrees to provide to Parent, Acquisition and the Offeror and their counsel any comments or other communications which the Company shall cooperate or its counsel receives from the staff of the SEC with respect to the Schedule 14D-9 promptly after receipt thereof. Notwithstanding anything to the contrary in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other thingsthis Agreement, the determinations and recommendations of Board may withdraw, modify or amend its recommendation under the Board as circumstances set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 19345.4. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company will promptly furnish Parent and mailed Acquisition with mailing labels, security position listings and any available listing or computer files containing the names and addresses of the record holders of the Shares as of a recent date and shall furnish Acquisition with such additional information and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Acquisition or its agents may reasonably request to facilitate communicating the Offer to the Shareholdersrecord and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent, Acquisition and their affiliates, associates, agents and advisors shall contain use the information contained in any such labels, listings and files only in connection with the Offer and the Merger, and, if this Agreement shall be terminated, will deliver to the Company all copies of such information which then in their possession. (d) Immediately prior to Acquisition's commencement of the Offer, the Company shall grant Acquisition an option (the "Option") to purchase from the Company authorized but unissued shares of Series B Preferred Stock pursuant to an option agreement substantially in the form attached as Exhibit B to this Agreement (the "Option Agreement"); provided, however, that the exercise of the Option shall be subject to the approval of the stockholders of the Company if counsel to the Company reasonably determines that such approval is required as a condition of the continued listing of the Shares on the Nasdaq National Market at any time prior to Acquisition's exercise of the Option. The Series B Preferred Stock shall be entitled to vote together with the Shares as a single class on the Merger and any other matter to be included therein voted upon by the Shares and shall entitle each holder of the Series B Preferred Stock to 1,000 votes for each share of Series B Preferred Stock held. The Option Agreement shall grant Acquisition the right to purchase that number of shares of Series B Preferred Stock that will cause Acquisition to own shares of the Company's capital stock representing at least ninety percent (90%) of the total number of votes entitled to vote on the Merger immediately following the exercise of the Option. The Option shall be exercisable only when and if Acquisition has, pursuant to the Offer, purchased and paid for a sufficient number of Shares to satisfy the Minimum Condition. The Option shall terminate and expire, if not previously exercised, simultaneously with the earlier of (i) Acquisition's termination of the Offer without having purchased and paid for a sufficient number of Shares to satisfy the Minimum Condition or (ii) termination of this Agreement in accordance with Section 8.1. The exercise price of the Option shall be $2,500,000 for all applicable lawsof the shares of Series B Preferred Stock to be purchased. (e) In order to enable Acquisition's exercise of the Option, including all Applicable Corporate Laws immediately after Acquisition has, pursuant to the Offer, purchased and all Applicable Securities Lawspaid for a sufficient number of Shares to satisfy the Minimum Condition, and the Company shall in all material respects comply file Articles Supplementary with the requirements SDAT containing the rights, preferences and powers of all applicable lawsthe Series B Preferred Stock.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to the Offeror that the Board, after consultation with its legal at a meeting duly called and financial advisorsheld on February 28, has 1999, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger are fair to the Shareholders and is in the best interests of the Company stockholders of the Company, (ii) approved this Agreement and the Shareholderstransactions contemplated hereby, including the Offer, the Merger and the transactions contemplated by the Stockholder Agreement and (iii) recommended in satisfaction of all applicable requirements for Board action under Section 251 of the Delaware Law in order for the Merger to be validly approved that the stockholders of the Company accept the offer, tender their Shares thereunder and, to the extent required by applicable law, approve and adopt this Agreement and the Merger. Subject The Company further represents and warrants that each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (collectively, the "Company's Financial -------------------- Advisors") has delivered to Section 3.2the Board its opinion dated as of February 28, --------- 1999 to the effect that, as of such date, the consideration to be received by the holders of Shares (other than Parent and its affiliates) pursuant to this Agreement and Plan of Merger is fair to such holders from a financial point of view (the "Fairness Opinions"). As of the date hereof, the Company will use its reasonable commercial efforts ----------------- has been authorized by the Company's Financial Advisors to issue a notice permit the inclusion of change the Fairness Opinions in their entirety or reference thereto (subject to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept Company's Financial Advisors prior approval of any such reference) in the Offer (to Purchase, the “Directors’ Circular Notice of Change”) concurrent with Schedule 14D-9, the issue and mailing Proxy Statement or any other document required to be distributed to the Company's stockholders referred to below. The Company hereby consents to the inclusion in the Offer Documents of the Second Notice recommendations of Variation by the Offeror, and Board described in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006this Section 1.2(a). (b) The Company shall co-operate file with the OfferorSEC and mail to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, use reasonable commercial efforts to support the Offer and provide "Schedule 14D-9") containing the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis-------------- recommendations described in Section 1.2(a), and shall provide mail the Offeror Schedule 14D-9 to the stockholders of the Company promptly after the commencement of the Offer. Such Schedule 14D-9 shall be filed on the same date as the Schedule 14D-1 is filed and mailed together with the Offer Documents. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws. Subject to Section 6.9(d), the Schedule 14D-9 shall at all times contain the determinations, approvals and recommendations described in Section 1.2(a). Parent, Acquisition Sub and the Company each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent, Acquisition Sub and their counsel shall be given a reasonable opportunity to review and provide comment on the Schedule 14D-9 prior to its filing with the SEC and shall be provided with any comments thereonthe Company and its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall mail Parent and Acquisition Sub agree to provide such information necessary for the Directors’ Circular Notice preparation of Change within the time frame indicated above exhibits and schedules to the Offeror and Schedule 14D-9 which the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934reasonably request. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company will promptly furnish Acquisition Sub with mailing labels, security position listings and mailed any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date and shall furnish Acquisition Sub with such additional information and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Acquisition Sub or its agents may reasonably request in communicating the Offer to the Shareholders, shall contain all information which is required record and beneficial holders of Shares. Subject to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Acquisition Sub and its affiliates and associates shall hold in confidence the information contained in such labels, listings and files, will use such information only in connection with the Offer or the Merger, and, if this Agreement shall be terminated, will promptly deliver to the Company all applicable lawscopies of such information then in their possession.

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and represents that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are advisable and are fair to the Shareholders and is in the best interests of the Company Company's stockholders, (ii) approved and adopted this Agreement and the Shareholderstransactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the DGCL, and (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Needham & Company, Inc. has delivered to the Company's Board of D▇▇▇▇▇▇▇s its written opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of shares of Company Common Stock (other than Parent, Merger Sub or their affiliates) from a financial point of view. The Company will promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. Subject to Section 3.2the requirements of applicable law and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Sub and each of their respective affiliates and associates shall (a) hold in confidence the information contained in any of such labels and lists, (b) use such information only in connection with the Offer and the Merger and (c) if the Agreement is terminated, promptly deliver to the Company will use its reasonable commercial efforts to issue a notice all copies of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and such information then in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006their possession. (b) As soon as reasonably practicable following the date hereof, the Company shall file with the SEC and disseminate to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws, an amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") that shall reflect the recommendations of the Company's Board of Directors referred to above (subject to the right of the Company's Board of Directors to withdraw, amend or modify such recommendation in accordance with the terms of the Agreement). The Company, Parent and Merger Sub each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company shall co-operate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of shares of Company Common Stock, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Parent and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 prior to its being filed with the SEC. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above also agrees to provide Parent and the Offeror and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall cooperate in attempting provide Parent and its counsel a reasonable opportunity to jointly mail review and comment on the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations response of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers Company to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such comments. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company hereby consents to the Offer and represents and warrants to the Offeror that (i) the Board, after consultation with its legal at a meeting duly called and financial advisorsheld on November 9, 1998, by unanimous action has unanimously (A) determined that this Agreement and the Transactions, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company holders of Shares, (B) approved and adopted this Agreement and the ShareholdersTransactions (such approval and adoption having been made in accordance with the provisions of (S) 203 of Delaware Law) and (C) resolved to recommend that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the Merger, and (ii) ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Inc. ("WP&Co.") has delivered to the Board its oral opinion (to be confirmed in writing promptly following execution of this Agreement) that, based on, and subject to, the various assumptions and qualifications set forth in such opinion, as of the date thereof, the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. Subject to Unless the recommendation of the Board has been withdrawn in accordance with Section 3.26.5, the Company will use its reasonable commercial efforts to issue a notice of change consents to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept inclusion in the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing Documents of the Second Notice recommendation of Variation by the Offeror, Board and the written opinion described in any event, the Company shall issue such Directors’ Circular Notice immediately preceding sentence and agrees to request WP&Co. to consent to the inclusion of Change no later than 12:00 midnight (Calgary time) on July 17, 2006its written opinion in the offering documents forming a part of the Schedule 14D-9. (b) On the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the Schedule 14D-9") containing, unless the recommendation of the Board has been withdrawn in accordance with Section 6.5, the recommendation of the Board described in Section 1.5(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Company shall co-operate with will afford the Offeror, use reasonable commercial efforts to support the Offer Parent and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with its counsel a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 and its exhibits prior to the filing thereof with the SEC or dissemination to stockholders of the Company. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above will provide Parent and the Offeror and its counsel in writing any comments that the Company shall cooperate in attempting or its counsel may receive from the SEC or its staff with respect to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of ChangeSchedule 14D-9 promptly after receipt thereof. The Company shall also file represents and warrants that Schedule 14D-9 will comply in all material respects with the Directors’ Circular Notice of Change on Exchange Act and any other applicable laws and will contain (or will be amended in a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board manner so as set forth in Section 2.3(ato contain) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all the Exchange Act and the rules and regulations thereunder and other applicable laws. The Company, including all Applicable Corporate Laws Parent and all Applicable Securities LawsPurchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which has or shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) The Company shall promptly furnish Purchaser with mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and with security position listings of Shares held in all material respects comply stock depositories, each as of a recent date, and furnish Purchaser with such information and assistance as Purchaser or its agents may reasonably request in communicating the Offer to the holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in strict confidence the information contained in such labels, listings and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated in accordance with Section 8.1, shall promptly deliver to the Company all applicable lawscopies of such information then in their possession.

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) The Company represents and warrants to the Offeror that the Board, after consultation with its legal and financial advisors, has unanimously determined that the Offer is fair to hold a special meeting of the Shareholders and is in the best interests of the Company and the Shareholders. Subject to Section 3.2, the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice "Shareholders Meeting") as soon as practicable following the date of Change”this Agreement for the purpose of: (i) concurrent with approving the issue and mailing sale of the Second Notice of Variation Funding Shares by the Offeror, Company to Buyer as contemplated herein and in any event, (ii) adopting and approving this Agreement and the Company shall issue such Directors’ Circular Notice Articles of Change no later than 12:00 midnight (Calgary time) on July 17, 2006.Amendment; (b) The Company shall co-operate as promptly as practicable after the date of this Agreement, (i) file with the OfferorSEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, use reasonable commercial efforts (ii) respond promptly to support any comments made by the Offer and provide SEC with respect to the Offeror with a draft copy of Proxy Statement or other proxy soliciting materials, (iii) cause the Directors’ Circular Notice of Change Proxy Statement to be mailed to the Shareholders prior at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the mailing thereofShareholders to approve the sale of the Second Funding Shares by the Company to Buyer, on a confidential basisand approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall provide be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the Offeror with a basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and provide any comments thereoncomment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the Company. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above agrees to provide Buyer and the Offeror and its counsel any comments the Company shall cooperate in attempting to jointly mail or its counsel may receive from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Proxy Statement promptly after the receipt of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such comments. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that its board of directors (the Board“Board of Directors”), after consultation with its legal at a meeting duly called and financial advisors, held has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company Company’s stockholders, (ii) approved and adopted this Agreement and the Shareholders. Subject transactions contemplated hereby, including the Offer and the Merger, and declared this Agreement advisable, in accordance with the requirements of the Delaware General Corporation Law (“Delaware Law”) and (iii) resolved (subject to Section 3.2, the Company will use its reasonable commercial efforts 6.04(b)) to issue a notice recommend acceptance of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (and adoption of this Agreement by the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing stockholders of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Company. (b) The Company has been advised that, except as set forth in Section 1.02(b) of the Company Disclosure Schedule (as defined below), as of the date hereof, all of its directors and executive officers who own Shares intend to tender their Shares pursuant to the Offer. The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror promptly furnish Parent with a draft copy list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basismost recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) as Parent may reasonably request in connection with the Offeror Offer. (c) As promptly as practicable after the amendment to the Schedule TO is filed with the SEC pursuant to the first sentence of Section 1.01(b), but in no event later than five Business Days following the public announcement of the execution of this Agreement, the Company shall file with the SEC and, to the extent required by applicable U.S. securities laws, disseminate to holders of Shares an amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on July 11, 2007 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(b), shall reflect the recommendations of the Board of Directors referred to above. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company shall cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. Parent, Merger Subsidiary and their counsel shall be given a reasonable opportunity to review and provide comment (A) on the Schedule 14D-9 each time before it is filed with the SEC and (B) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable and good faith consideration to any comments thereonmade by Parent, Merger Subsidiary and their counsel. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above provide Parent and the Offeror Merger Subsidiary and their counsel with any written or oral comments the Company shall cooperate in attempting to jointly mail or its counsel may receive from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly, but in no event later than twelve hours, after the receipt of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such comments. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and the Merger and represents that at a meeting duly called and held prior to the Boardexecution of this Agreement at which all directors of the Company were present, after consultation with its legal the Company’s Board of Directors duly and financial advisorsunanimously adopted resolutions (A) declaring that this Agreement and the transactions contemplated hereby, has unanimously determined that including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company Company’s stockholders, (B) approving and declaring advisable this Agreement and the Shareholders. Subject transactions contemplated hereby, including the Offer and the Merger, (C) subject to Section 3.25.02(f), recommending that the Company’s stockholders accept the Offer, tender their shares of Company Common Stock to Merger Sub pursuant to the Offer and, to the extent required to consummate the Merger, adopt this Agreement by action of written consent of the stockholders of the Company (such recommendations, the “Board Recommendation”), and (D) directing that the adoption of this Agreement be submitted, as promptly as practicable upon consummation of the Offer, to Merger Sub (in its capacity as a stockholder of the Company) and any other stockholders of the Company will use its reasonable commercial efforts requested by Parent for action by written consent, if required to issue a notice consummate the Merger under the DGCL (such actions by the Board of change Directors of the Company described in clauses (A) through (D), collectively, the “Board Actions”). Prior to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept Expiration Date (as it may be extended hereunder), the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing Compensation Committee of the Second Notice Company’s Board of Variation Directors, consisting solely of independent directors, will have taken all such actions as may be required to cause to be exempted under Rule 14d-10(d)(2) under the Exchange Act, any and all employment, compensation, severance and employee benefit agreements and arrangements that have been entered into or granted by the OfferorCompany or any of its Subsidiaries before, and in any eventon or after the date of commencement of the Existing Offer with or to current or future directors, officers, or employees of the Company shall issue such Directors’ Circular Notice or any of Change no later than 12:00 midnight (Calgary time) on July 17, 2006its Subsidiaries. (b) The Company shall co-operate with hereby consents to the Offeror, use reasonable commercial efforts to support inclusion of the Board Actions and other approvals set forth in paragraph (a) in the Offer and provide Documents and, to the Offeror extent that no Adverse Recommendation Change (as defined herein) shall have occurred in accordance with a draft copy Section 5.02(f), the Company hereby consents to the inclusion of the Directors’ Circular Notice Board Recommendation in the Offer Documents. The Company shall promptly furnish Parent with an updated list of Change to be mailed to Shareholders prior to its stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the mailing thereofnames and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, on a confidential basisin each case as of the most recent practicable date, and shall provide the Offeror with a reasonable opportunity to review Parent such additional information (including updated lists of stockholders, non-objecting beneficial holders, mailing labels and provide any comments thereon. The Company shall mail the Directors’ Circular Notice lists of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(asecurities positions) and the intention of members of the Board and officers to tender their Common Shares to such other assistance as Parent may reasonably request in connection with the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of ChangeCompany shall, when as promptly as reasonably practicable (and, in any event, not later than the second (2nd) business day following the date the Schedule TO Amendment is filed with the Regulatory Authorities SEC), file with the SEC and mailed disseminate to holders of shares of Company Common Stock (1) an amendment (the “Schedule 14D-9 Amendment”) to the ShareholdersCompany’s Solicitation/Recommendation Statement on Schedule 14D-9 originally filed on September 26, 2008 with respect to the Existing Offer (together with any amendments or supplements thereto (including the Schedule 14D-9 Amendment), the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement and, subject to Section 5.02(f), shall contain reflect the Board Recommendation and shall include the other Board Actions and (2) if Parent shall have theretofore provided the information required by the last sentence of Section 1.03(b), a King Nominee Information Statement (as defined herein), which King Nominee Information Statement shall, for the avoidance of doubt, be included in the Schedule 14D-9 and filed with the SEC as required by Section 1.03(b). Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 (including the King Nominee Information Statement) if and to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all information which is required steps necessary to cause the Schedule 14D-9 as so corrected to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply filed with the requirements SEC and to be disseminated to holders of shares of Company Common Stock, in each case, as and to the extent required by applicable Law. The Company shall promptly provide Parent, Merger Sub and their counsel with any comments or other communications, whether written or oral, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications. (d) To the Knowledge of the Company, all applicable lawsof its directors and executive officers who own shares of Company Common Stock intend to tender their shares of Company Common Stock (together with the associated Rights) pursuant to the Offer prior to the Expiration Date.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld, has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (defined below in Section 2.1), and the Stockholder Option Agreement, dated as of August 25, 1999 (the "Stockholder Option Agreement"), among the stockholders of the Company that are named therein ("Stockholders") and Merger Subsidiary, and the transactions contemplated thereby, are fair to and in the best interest of the Company's stockholders, (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and the Stockholder Option Agreement and the transactions contemplated thereby, which approval satisfies in full the requirements of Section 203 of the General Corporation Law of the State of Delaware (the "Delaware Law"), and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Dona▇▇▇▇▇, ▇▇fk▇▇ & ▇enr▇▇▇▇ ▇▇▇urities Corporation ("DLJ") has delivered to the Company's Board of Directors its opinion that the consideration to be paid in the Offer and the Merger is fair to the Shareholders holders of Shares from a financial point of view. The Company has been advised that each of its directors and is executive officers presently intend either to tender their Shares pursuant to the Offer or to vote in the best interests favor of the Company and the ShareholdersMerger. Subject to Section 3.2, the The Company will use promptly furnish Parent and Merger Subsidiary with a list of its reasonable commercial efforts stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and will provide to issue a notice Parent and Merger Subsidiary such additional information (including, without limitation, updated lists of change to the Director’s Circular stockholders, mailing labels and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice lists of Change”securities positions) concurrent and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) As soon as practicable on the day that the Offer is commenced the Company will file with the SEC and disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") which shall reflect the recommendations of the Company's Board of Directors referred to above, subject to the fiduciary duties of the Board of Directors of the Company as advised by Wins▇▇▇▇ ▇▇▇h▇▇▇▇ & ▇ini▇▇ ▇.▇., counsel to the Company. The Company, Parent and Merger Subsidiary each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company shall co-operate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of Shares, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Parent and its counsel shall provide the Offeror with a reasonable be given an opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting Schedule 14D-9 prior to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when its being filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsSEC.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to the Offeror that the BoardCompany's Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld, has unanimously (i) determined that the terms of the Offer is are fair to the Shareholders and is in the best interests of the Company stockholders of the Company, (ii) approved this Agreement, the Offer and the Shareholdersother transactions contemplated hereby and (iii) resolved (subject to the limitations contained herein) to recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser thereunder and approve and adopt this Agreement. Subject to Section 3.24.3 below, the Company will use its reasonable commercial efforts to issue a notice of change hereby consents to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept inclusion in the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing Documents of the Second Notice of Variation Board's recommendation described in the immediately preceding sentence. The Company has been authorized by the OfferorPrairie Capital Advisors, and in any eventInc., the Company shall issue such Directors’ Circular Notice Company's financial advisor, to permit the inclusion of Change no later than 12:00 midnight (Calgary time) on July 17, 2006a copy its fairness opinion with regard to the transactions contemplated hereby. (b) The On the date the Offer Documents are filed with the SEC, the Company shall co-operate file with the Offeror, use reasonable commercial efforts SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to support the Offer (such Schedule 14D-9, as amended or supplemented from time to time, the "Schedule 14D-9") containing, subject to Section 4.3 below, the recommendations referred to in paragraph (a) above and provide shall mail the Offeror with a draft copy Schedule 14D-9 to the record holders of Shares as required by law. Purchaser will promptly supply to the Company in writing, for inclusion in the Schedule 14D-9, all information concerning Purchaser as required by Section 14(f) of the Directors’ Circular Notice Exchange Act and Rule 14F-1 thereunder, and the Company shall include such information in the Schedule 14D-9. Each of Change the Company and Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be mailed to Shareholders prior filed with the SEC and disseminated to the mailing thereofCompany's stockholders, on a confidential basis, in each case as and to the extent required by or deemed advisable under applicable federal securities laws. Purchaser and its counsel shall provide the Offeror with a be given reasonable opportunity to review and provide any comments thereoncomment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above provide Purchaser and the Offeror its counsel in writing with any written comments (and orally, any oral comments) the Company shall cooperate in attempting to jointly mail or its counsel may receive from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after the receipt of Change such comments and shall also comply consult with the applicable rules governing the recommendation or solicitation by the subject company Purchaser and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934its counsel prior to responding to such comments. (c) The Directors’ Circular Notice Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of Changeall record holders of Shares and with security position listings of Shares held in stock depositories, when filed each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as the Company, Purchaser or their agents may reasonably require in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Purchaser and its Affiliates shall hold in confidence the information contained in such labels, listings and files, shall use such information solely in connection with the Regulatory Authorities and mailed to the ShareholdersOffer, shall contain all information which and, if this Agreement is required to be included therein terminated in accordance with Section 6.1 hereof, shall promptly deliver or cause to be delivered to the Company all applicable lawscopies of such information, including all Applicable Corporate Laws labels, listings and all Applicable Securities Laws, and shall files then in all material respects comply with their possession or in the requirements possession of all applicable lawstheir agents or representatives.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (defined below in Section 2.1), and the Stockholder Option Agreement, dated as of March 29, 1999 (the "STOCKHOLDER OPTION AGREEMENT"), among the stockholders of the Company that are named therein ("STOCKHOLDERS") and Merger Subsidiary and the transactions contemplated thereby, are advisable and are fair to and in the best interest of the Company's stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and the Stockholder Option Agreement and the transactions contemplated thereby, which approval constitutes approval under Section 203 of the General Corporation Law of the State of Delaware (the "DELAWARE LAW") such that the Offer, the Merger, the Stockholder Option Agreement and the other transactions contemplated hereby and thereby are not and shall not be subject to any restriction of Section 203 of Delaware Law, and (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Credit Suisse First Boston Corporation ("CSFB") has delivered to the Company's Board of Directors its opinion that the consideration to be paid in the Offer and the Merger is fair to the Shareholders holders of Company Shares (as defined below in Section 2.2(c)) from a financial point of view. The Company has been advised that all of its directors and is executive officers presently intend either to tender their Shares pursuant to the Offer or to vote in the best interests favor of the Company and the ShareholdersMerger. Subject to Section 3.2, the The Company will use promptly furnish Parent and Merger Subsidiary with a list of its reasonable commercial efforts stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and will provide to issue a notice Parent and Merger Subsidiary such additional information (including, without limitation, updated lists of change to the Director’s Circular stockholders, mailing labels and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice lists of Change”securities positions) concurrent and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) As soon as practicable on the day that the Offer is commenced the Company will file with the SEC and disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (the "SCHEDULE 14D-9") which shall reflect the recommendations of the Company's Board of Directors referred to above, subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Company. The Company, Parent and Merger Subsidiary each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company shall co-operate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of Shares, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Parent and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting Schedule 14D-9 prior to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when its being filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsSEC.

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and represents that the Board, after consultation with its legal acting upon the unanimous recommendation of the Special Committee, at a meeting duly called and financial advisorsheld on August 31, 1998, has unanimously (i) determined that this Agreement and the Offer is Transactions are fair to the Shareholders and is in the best interests of the stockholders of the Company (other than TDCC or its affiliates), (ii) approved and adopted this Agreement and approved the Transactions, including the Merger and the ShareholdersOffer, and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and, if required by applicable law, approve and adopt this Agreement and the Merger; provided that such recommendation may be withdrawn, modified or amended to the extent the Special Committee determines that the failure to do so would be inconsistent with the fiduciary duties of the Special Committee to the Company's stockholders under applicable law (as determined by the Special Committee in good faith after consultation with independent counsel). Subject to Section 3.2Except as may be inconsistent with the fiduciary duties of the Special Committee under applicable law (as determined by the Special Committee in good faith after consultation with independent counsel), the Company will use its reasonable commercial efforts to issue a notice of change hereby consents to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept inclusion in the Offer Documents and the Proxy Statement (the “Directors’ Circular Notice of Change”as defined in Section 4.7 below) concurrent with the issue and mailing of the Second Notice recommendations of Variation by the Offeror, and Board described in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006this Section 1.2(a). (b) The As soon as practicable on the date of commencement of the Offer, the Company shall co-operate file with the OfferorCommission a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, use reasonable commercial efforts the "Schedule 14D-9") and shall mail the Schedule 14D-9 to support the Offer and provide the Offeror with a draft copy stockholders of the Directors’ Circular Notice Company promptly after the commencement of Change the Offer. The Schedule 14D-9 shall, except to the extent inconsistent with the fiduciary duties of the Board under applicable law (as determined in good faith after consultation with independent counsel), at all times contain the determinations, approvals and recommendations described in Section 1.2(a). Parent, Acquisition and the Company each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be mailed filed with the Commission and to Shareholders prior be disseminated to holders of Shares, in each case as and to the mailing thereofextent required by applicable federal securities laws. Parent, on a confidential basis, Acquisition and their counsel shall provide the Offeror with be given a reasonable opportunity to review and provide comment on the Schedule 14D-9 prior to its filing with the Commission and shall be provided with any written or verbal comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail and its counsel may receive from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis Commission or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after receipt of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such comments. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company will, or will cause its transfer agent to, promptly furnish Acquisition with mailing labels, security position listings and mailed any available listing or computer file containing the names and addresses of the record holders and non-objecting beneficial owners of the Shares and of Options (as defined in Section 9.9) as of a recent date and shall furnish Acquisition with such additional information and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Acquisition or its agents may reasonably request in communicating the Offer to the Shareholders, shall contain all information which is required record and beneficial holders of Shares. Subject to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Acquisition and its affiliates and associates shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated, will deliver to the Company all applicable lawscopies of such information received from the Company pursuant to this Agreement.

Company Action. (a) The Company represents here- by approves and warrants consents to the Offeror Offer and represents that (i) the Special Committee has approved and recommended this Agree- ment and the Transactions, (ii) the Company Board, after consultation at a meeting duly called and held, has, by unanimous vote of all directors present and voting (with its legal all directors who are designees of Parent abstaining) and financial advisorsbased on the approval and recommendation of the Special Committee set forth in the preceding clause (i), has unanimously (A) determined that this Agreement and the Transactions, in- cluding each of the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company holders of Shares (other than Parent and Purchaser), (B) approved and authorized this Agreement and the Shareholders. Subject to Section 3.2, Merger and (C) recommended that the stockholders of the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer and, if approval is required by ap- plicable law, approve and adopt this Agreement and the Merger, and (iii) Mont▇▇▇▇▇▇ ▇▇▇urities has delivered to the “Directors’ Circular Notice of Change”) concurrent with Special Committee and to the issue and mailing of Company Board its written opinion that the Second Notice of Variation consideration to be received by the Offeror, holders of Shares (other than Parent and Purchaser) in any event, the Company shall issue Offer and the Merger is fair to such Directors’ Circular Notice holders from a financial point of Change no later than 12:00 midnight (Calgary time) on July 17, 2006view. (b) The Company shall co-operate provide for inclusion in the Offer Documents any information reasonably requested by Parent or Purchaser, and, to the extent reasonably requested by Parent or Purchaser, the Company shall cooperate in the preparation of the Offer Documents. The Company hereby consents to the inclu- sion in the Offer Documents of the recommendation of the Com- pany Board and the recommendation of the Special Committee de- scribed in the immediately preceding sentence and represents that Mont▇▇▇▇▇▇ ▇▇▇urities has consented to the inclusion of references to its opinion in the Offer Documents. (c) As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the OfferorSEC a Solicitation/Recommendation Statement on Schedule 14D-9 (to- gether with all amendments and supplements thereto, use reasonable commercial efforts to support the Offer and provide "Sched- ule 14D-9") containing the Offeror with a draft copy recommendation of the Directors’ Circular Notice Company Board described in Section 1.2(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal or state se- curities laws. The Company, Parent and Purchaser agree to cor- rect promptly any information provided by any of Change them for use in the Schedule 14D-9 which shall have become false or mis- leading, and the Company further agrees to take all steps nec- essa▇▇ ▇▇ cause the Schedule 14D-9 as so corrected to be mailed filed with the SEC and disseminated to Shareholders prior holders of Shares, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal or state securities laws. The Company shall give Parent and shall provide the Offeror with a Pur- chaser and their counsel reasonable opportunity to review and provide comment upon the Schedule 14D-9 and any comments thereonamendments thereto prior to the filing thereof with the SEC. The Company shall mail the Directors’ Circular Notice provide Parent and Purchaser and their counsel with a copy of Change within the time frame indicated above and the Offeror and any written comments or telephonic notification of any verbal comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof and shall cooperate in attempting to jointly mail the Second Notice provide Parent and Purchaser and their coun- sel with a copy of Variation any written responses and the Directors’ Circular Notice telephonic notifi- cation of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations any verbal responses of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation Company or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934its counsel. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and represents that the BoardBoard of Directors of the Company, after consultation with including all of its legal disinterested directors, at a meeting duly called and financial advisorsheld, has has, subject to the terms and conditions set forth herein, unanimously determined (i) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger and (ii) resolved to recommend that the Offer is fair to the Shareholders and is in the best interests shareholders of the Company accept the Offer, tender their Shares and associated Rights thereunder to Purchaser and approve and adopt this Agreement and the Shareholders. Subject Merger; provided, that such recommendation may be withdrawn, modified or amended pursuant to Section 3.2, the 7.2. The Company will use its reasonable commercial efforts to issue a notice of change hereby consents to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept inclusion in the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing Documents of the Second Notice recommendations of Variation by the Offeror, and Board of Directors described in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006this Section 1.2(a). (b) The Company shall co-operate hereby agrees to file with the Offeror, use reasonable commercial efforts to support SEC as soon as practicable on the date of commencement of the Offer a Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing the recommendation described in Section 1.2(a). The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser in writing for inclusion or incorporation by reference in the Schedule 14D-9. The Company, Parent and provide Purchaser each agree promptly to correct any information provided by them for use in the Offeror Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with a draft copy the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable federal securities laws. Notwithstanding anything to the contrary in this Agreement, the Board of Directors of the Directors’ Circular Notice Company may withdraw, modify or amend its recommendation pursuant to Section 7.2. The Company agrees to provide Parent, Purchaser and their counsel with any comments the Company or its counsel receives from the SEC or its staff with respect to Schedule 14D-9 promptly after receipt of Change to be mailed to Shareholders prior such comments. In addition, to the mailing thereofextent practicable, on a confidential basisParent, Purchaser and their counsel shall provide the Offeror with a reasonable be given an opportunity to review and provide comment upon the Schedule 14D-9 and any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares amendments thereto prior to the Offer. The Directors’ Circular Notice of Change shall also comply filing thereof with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934SEC. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company will promptly furnish Purchaser with mailing labels, security position listings and mailed any available listing or computer files containing the names and addresses of the record holders of the Shares as of a recent date and shall furnish Purchaser with such additional information and assistance (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) as Purchaser or its agents may reasonably request in communicating the Offer to the Shareholders, shall contain all information which is required record and beneficial holders of Shares. Subject to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Purchaser and its affiliates, associates, agents and advisors shall use the information contained in any such labels, listings and files only in

Company Action. (a) The Company represents hereby approves of -------------- and warrants consents to the Offeror Offer and represents that (i) the Board, after consultation with its legal at a meeting duly called and financial advisorsheld on June 27, 1999, has unanimously duly adopted resolutions that (A) determined that the Merger is advisable and that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company Holders, (B) approved and adopted this Agreement and the Shareholderstransactions contemplated hereby (such approval and adoption having been made in accordance with the provisions of (S) 203 of Delaware Law), (C) recommended that the stockholders of the Company accept the Offer, approve the Merger and approve and adopt this Agreement and the transactions contemplated hereby and (D) took all other applicable action necessary to render (x) Section 203 of the General Corporation Law of the State of Delaware and other state takeover statutes and (y) the Rights Agreement, inapplicable to the Offer and the Merger, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. ("Goldman") has delivered to ------- the Board its opinion (which will be confirmed in writing), as of the date hereof, that the consideration to be received by the holders of shares of Common Stock pursuant to each of the Offer and the Merger is fair to the holders of shares of Common Stock from a financial point of view. Subject to Section 3.2the fiduciary duties of the Board under applicable law as determined by the Board in good faith after receiving advice from independent counsel, the Company will use its reasonable commercial efforts to issue a notice of change hereby consents to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept inclusion in the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing Documents of the Second Notice recommendation of Variation the Board described in the immediately preceding sentence. The Company has advised Parent that each of its directors and executive officers intends to tender pursuant to the Offer all Shares owned of record and beneficially by him or her except to the Offeror, and in any event, the Company shall issue extent such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006tender would violate applicable securities laws. (b) The Company shall co-operate with As soon as reasonably practicable on the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with a draft copy date of commencement of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereofOffer, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail file with the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change SEC a Solicitation/Recommendation Statement on a timely basis Schedule 14D-9 (together with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other thingsamendments and supplements thereto, the determinations and recommendations "Schedule 14D-9") containing, subject to the fiduciary duties of -------------- the Board under applicable law as determined by the Board in good faith after receiving advice from experienced, independent counsel, the recommendation of the Board as set forth described in Section 2.3(a1.02(a) and shall disseminate the intention of members of the Board and officers to tender their Common Shares Schedule 14D-9 to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation extent required by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal ------------ securities laws. Parent and its counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to Holders, in each case as and to the extent required by applicable federal securities laws. To the extent practicable, the Company shall cooperate with Parent and Purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the Offer Documents to the Company's stockholders. The Company agrees to provide Parent and Purchaser and their counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (c) The Directors’ Circular Notice Company shall promptly furnish to Purchaser mailing labels containing the names and addresses of Changeall record Holders and with security position listings of Shares held in stock depositories, when filed each as of a recent date, together with all stockholder lists, other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish to Purchaser such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Regulatory Authorities Offer and mailed to the ShareholdersMerger, and, if this Agreement shall contain all information which is required to be included therein terminated in accordance with Section 8.01, shall deliver to the Company all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall copies of such information then in all material respects comply with the requirements of all applicable lawstheir possession.

Company Action. (a) The Company hereby consents to the Offer and represents and warrants to Parent and Merger Sub that at a meeting duly called and held prior to the Offeror execution of this Agreement at which all directors of the Company were present (other than one recused director), the Company’s Board of Directors duly and unanimously (other than one recused director) (i) declared that this Agreement and the Boardtransactions contemplated hereby, after consultation with its legal and financial advisors, has unanimously determined that including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company and the Shareholders. Subject Company’s stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) directed that the adoption of this Agreement be submitted to the Company’s stockholders at the Stockholders’ Meeting (unless the Merger is consummated under Section 3.2253 of the DGCL), and (iv) resolved to recommend that the Company’s stockholders accept the Offer, tender their Company Shares to Merger Sub pursuant to the Offer and adopt this Agreement (such recommendation, the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular “Board Recommendation”), which actions and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing resolutions have not, as of the Second Notice of Variation by the Offerordate hereof, and been subsequently rescinded, modified or withdrawn in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006way. (b) The Company shall co-operate with hereby consents to the Offeror, use reasonable commercial efforts to support inclusion of the foregoing determinations and approvals in the Offer and provide Documents and, subject to Section 7.5(d), the Offeror Company hereby consents to the inclusion of the Board Recommendation in the Offer Documents. The Company shall promptly furnish Parent with a draft copy list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Shares and lists of securities positions of Company Shares held in stock depositories, in each case as of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basismost recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offeror Offer. Subject to the requirements of applicable law, and except to facilitate dissemination of the Offer Documents and to otherwise perform any obligations hereunder, Parent and Merger Sub shall treat the information contained in such labels, listing or files and any additional information referred to in the preceding sentence in accordance with the terms and conditions of the Confidentiality Agreement. (c) As soon as practicable on the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of Company Shares, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto and including exhibits thereto, the “Schedule 14D-9”) that, subject to Section 7.5(d), shall contain and reflect the Board Recommendation. Each of Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by applicable Laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Company Shares, in each case, as and to the extent required by applicable Laws. The Company shall provide Parent, Merger Sub and their counsel with a reasonable opportunity to review and provide comment on the Schedule 14D-9 prior to filing it with the SEC, and the Company shall give reasonable and good faith consideration to any comments thereonmade by Parent, Merger Sub and their counsel. The Company shall mail provide Parent with copies of all such filings made with the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of ChangeSEC. The Company shall also file promptly provide Parent, Merger Sub and their counsel with (i) any comments or other communications, whether written or oral, that the Directors’ Circular Notice Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of Change those comments or other communications, and (ii) a reasonable opportunity to provide comments on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations Company’s response to those comments (to which reasonable and recommendations of the Board as set forth in Section 2.3(agood faith consideration shall be given) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply participate with the applicable rules governing the recommendation Company or solicitation by the subject company and others set forth its counsel in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed any material discussions or meetings with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsSEC.

Company Action. (a) The Company represents and warrants to the Offeror that the Board, after consultation with its legal and financial advisors, has unanimously determined that the Offer is fair to the Shareholders and is in the best interests of the Company and the Shareholders. Subject to Section 3.2, the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent In connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any eventOffer, the Company shall issue cause its transfer agent to furnish the Purchaser with mailing labels, security position listings and any available listings or computer files containing the names and addresses of record holders of the Shares as of a recent date, and shall furnish to the Purchaser such Directors’ Circular Notice information and assistance as the Parent or the Purchaser may reasonably request in communicating the Offer to the Company's stockholders. Except for such steps as are necessary to disseminate the Offer Documents, Parent and the Purchaser shall hold in confidence the information contained in such labels, listings and filings, will use such information only in connection with the Offer and, if this Agreement is terminated, will, upon the request of Change no later than 12:00 midnight (Calgary time) on July 17, 2006the Company deliver or cause to be delivered to the Company all copies of such information then in its possession or in the possession of its agents or representatives. (b) The Company shall co-operate with the Offeror, use reasonable commercial efforts hereby consents to support the Offer and provide represents that the Offeror with a draft copy Board of Directors of the Directors’ Circular Notice Company (at a meeting duly called and held at which a quorum was present) as part of Change to be mailed to Shareholders prior its approval of this Agreement has unanimously (i) approved the Offer, the Merger, the Stockholders Agreement, the amendment to the mailing thereof, on a confidential basis, Certificate of Agreement and shall provide Plan of Merger Incorporation of the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice contemplated by Section 2.2 of Change within the time frame indicated above this Agreement and the Offeror transactions contemplated by this Agreement, (ii) determined that each of the Offer and the Merger is advisable and is fair to and in the best interests of the stockholders of the Company and (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the stockholders of the Company (to the extent such approval and adoption is required by applicable law). Promptly after the commencement of the Offer, the Company shall cooperate in attempting to jointly mail the Second Notice of Variation file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with including all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other thingsexhibits, the determinations and "Schedule 14D-9") with respect to the Offer, which shall contain the recommendations of the Board as set forth of Directors in Section 2.3(a) favor of the Offer, the Merger and the intention Agreement, except to the extent that the Board of members Directors of the Board and officers to tender their Common Shares to Company shall have withdrawn or modified its approval of the Offer. The Directors’ Circular Notice of Change shall also comply with , the applicable rules governing the recommendation or solicitation by the subject company Merger and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein this Agreement in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsSection 4.1(b).

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and represents that the BoardBoard of Directors of the Company, after consultation with its legal at a meeting duly called and financial advisorsheld, has duly and unanimously determined adopted resolutions approving this Agreement, the Offer and the Merger, determining that the terms of the Offer is fair to and the Shareholders Merger are fair, from a financial point of view, to, and is in the best interests of the Company and the Shareholders. Subject to Section 3.2of, the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular Company's stockholders and an amendment to its Schedule 14D-9 recommending that Shareholders the Company's stockholders approve and adopt this Agreement, and that the Company's stockholders accept the Offer (and tender their Shares pursuant to the “Directors’ Circular Notice of Change”) concurrent Offer, provided, however, that any such recommendation may be amended, withdrawn or modified in accordance with the issue provisions of Section 6.5(b). The Company represents that its Board of Directors has received the opinion of Clea▇▇ ▇▇▇l Reil▇▇▇ & ▇cDe▇▇▇▇ ▇▇▇. ("Clea▇▇ ▇▇▇l") to the effect that the proposed consideration to be received by the holders of Shares pursuant to the Offer and mailing the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company understands that, concurrently with the execution of this Agreement, each of the Second Notice Company's directors and officers intends to execute a Stockholder Agreement with Parent and/or Merger Sub and intends to tender all Shares owned by such person pursuant to the Offer. The Company hereby approves of Variation and consents to the execution by each Stockholder Party of such Stockholder Party's Stockholder Agreement and the Offerorconsummation of the transactions contemplated thereby, including the tender of such Shares, and in any eventrepresents that the Board of Directors of the Company, at a meeting duly called and held, duly and unanimously adopted resolutions approving the Company shall issue such Directors’ Circular Notice execution of Change no later than 12:00 midnight (Calgary time) on July 17, 2006the Stockholder Agreements and the consummation of the transactions contemplated thereby. (b) The On the date the Offer Documents are filed with the SEC, the Company shall co-operate file with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior mail to the mailing thereofholders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"), on a confidential basis, and which shall provide reflect the Offeror with a reasonable opportunity to review and provide any comments thereonrecommendations described in Section 1.3(a). The Company shall mail agrees that the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable lawsSchedule 14D-9, including all Applicable Corporate Laws amendments and all Applicable Securities Lawssupplements thereto, and shall comply as to form in all material respects comply with the requirements applicable provisions of all applicable laws.the Exchange Act and the rules and regulations promulgated thereunder, and shall not contain any

Company Action. (a) The Company represents that (i) the Board of Directors of the Company (the "Board of Directors") has by unanimous vote of those present at the meeting at which the Offer and warrants the Merger were considered duly approved the Offer and the Merger and this Agreement and has resolved to recommend acceptance of the Offer and approval of the Merger by the Company's shareholders; (ii) the affirmative vote of the holders of record of at least two-thirds of the Shares outstanding on the record date for the Special Meeting (defined below) and entitled to vote (the "Requisite Shareholder Approval") is the only vote of the holders of any class or series of the capital stock of the Company required to approve the Merger; and (iii) the Company has taken all necessary actions so that the provisions of Article Eleven of the Company's Articles of Incorporation will not apply to this Agreement, the Offer, the Merger, or the acquisition of Shares by Parent or Sub pursuant to this Agreement. In addition, the Company represents that it has adopted Amendment No. 2 to the Offeror that Rights Agreement dated as of October 14, 1988 by and between the BoardCompany and First Alabama Bank as Rights Agent, after consultation with its legal as amended by the Amendment to Rights Agreement dated as of October 16, 1992 by and financial advisors, has unanimously determined that the Offer is fair to the Shareholders and is in the best interests of between the Company and the Shareholders. Subject to Section 3.2Rights Agent (as so amended, the "Rights Agreement") and that a copy of such Amendment No. 2 has been delivered by the Company will use its reasonable commercial efforts to issue a notice Parent; that as of change the date hereof and after giving effect to the Director’s Circular execution and an amendment to its Schedule 14D-9 recommending delivery of this Agreement, each Right is represented by the certificate representing the associated Share and is not exercisable or transferable apart from the associated Share; that Shareholders accept there has not been a "Distribution Date" or "Shares Acquisition Date," and that the Company has taken all necessary actions so that the execution and delivery of this Agreement and the consummation of the Offer (and the “Directors’ Circular Notice of Change”) concurrent with Merger will not result in the issue and mailing triggering of the Second Notice provisions of Variation by Section 11 or Section 13 of the OfferorRights Agreement or the occurrence of a "Distribution Date" or "Shares Acquisition Date" and will not result in Parent, Sub or any of their affiliates or associates becoming an "Acquiring Person" (as such terms are defined in the Rights Agreement) and that upon consummation of the Offer the Rights will no longer be outstanding and the former holders of the Rights will not have any claims or rights thereunder (without any necessity to redeem the Rights to effectuate the foregoing). The Company has been advised that all of its directors intend either to tender their Shares pursuant to the Offer or (solely in any event, the Company shall issue such Directors’ Circular Notice case of Change no later than 12:00 midnight (Calgary timedirectors who would as a result of the tender incur liability under Section 16(b) on July 17, 2006of the Exchange Act) to vote in favor of the Merger. (b) The On the date the Schedule 14D-1 is filed with the SEC, the Company shall co-operate file with the OfferorSEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, use reasonable commercial efforts the "Schedule 14D-9") and shall take such steps as are reasonably necessary to support cause the Schedule 14D-9 to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. Subject to the provisions of Sections 5.2 and 8.3, the Offer Documents and the Schedule 14D-9 shall contain the recommendation of the Board of Directors that the Company's shareholders accept the Offer and provide vote to approve the Offeror with a draft copy of the Directors’ Circular Notice of Change to Merger. Parent and its counsel shall be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with given a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 prior to its being filed with the SEC or disseminated to the Company's shareholders. The Company shall mail the Directors’ Circular Notice provide Parent and its counsel with a copy of Change within the time frame indicated above and the Offeror and any written comments that the Company shall cooperate in attempting to jointly mail receives from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after receipt of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934any such comments. (c) The Directors’ Circular Notice Company shall promptly furnish Sub with mailing labels containing the names and addresses of Changethe record holders of Shares and with lists of securities positions of Shares held in stock depositories, when filed each as of a recent date, and shall furnish Sub with such additional information, including updated lists of shareholders, mailing labels and lists of securities positions, as Sub may reasonably request for the purpose of communicating the Offer to the holders of Shares. Except as and to the extent required by law and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Sub shall hold in confidence the information contained in such labels and listings, and any other information relating to the holders of Shares received from the Company or its transfer agent, shall use such information only in connection with the Regulatory Authorities Offer and mailed to the ShareholdersMerger, shall contain all information which and, if this Agreement is required to be included therein terminated in accordance with Section 8.1, shall deliver to the Company all applicable lawssuch information, including all Applicable Corporate Laws copies of and all Applicable Securities Lawsextracts or summaries from such information, and shall then in all material respects comply with the requirements of all applicable lawstheir possession or control.

Company Action. (a) The Company approves of and consents to the Tender Offer and represents and warrants to that its Board of Directors (the Offeror that "Board"), acting on the Board, after consultation with its legal and financial advisorsrecommendation of the Special Committee, has unanimously (i) determined that this Agreement and the Offer is transactions contemplated by it are fair to the Shareholders and is in the best interests of the Company and its stockholders (other than Acquisition and Holdings), (ii) approved this Agreement and the Shareholders. Subject to Section 3.2transactions contemplated by it, including Acquisition's acquiring 319,168 shares of Common Stock as described in Paragraph 1.1(a), the Company will use its reasonable commercial efforts Tender Offer and the Merger (described in Article 2), and (iii) resolved to issue a notice of change recommend that the Company's stockholders accept the Tender Offer, tender their shares in response to the Director’s Circular Tender Offer, and, if approval of the Company's stockholders is required by applicable law in order to consummate the Merger, adopt and an amendment to its Schedule 14D-9 recommending that Shareholders accept approve this Agreement and the Offer (the “Directors’ Circular Notice of Change”) concurrent Merger. Simultaneously with the issue and mailing execution of this Agreement, each of the Second Notice directors and executive officers of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice has agreed to tender and sell his or her shares of Change no later than 12:00 midnight Common Stock in response to the Tender Offer, except that directors and executive officers whose sales of their shares in response to the Tender Offer might result in liability under Section 16(b) of the Exchange Act have agreed that if they do not tender and sell their shares in response to the Tender Offer, they will vote their shares in favor of the Merger. Notwithstanding anything contained in this subparagraph (Calgary timea) on July 17or elsewhere in this Agreement, 2006if the Board or the Special Committee, based upon written advice from its respective counsel, determines in good faith to withdraw, modify or amend the recommendation, because the failure to do so could reasonably be expected to be a breach of the directors' fiduciary duties under applicable law, neither that withdrawal, modification or amendment, nor any announcement of it (or of an Acquisition Proposal, as that term is defined below), will constitute a breach of this Agreement. (b) The Company shall co-operate will file with the OfferorSEC, use reasonable commercial efforts to support promptly after Acquisition files the Offer and provide Schedule TO, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements, the Offeror with a draft copy of "Schedule 14D-9") containing the Directors’ Circular Notice of Change to be mailed to Shareholders prior recommendations described in subparagraph (a) (except to the mailing thereofextent that recommendation may be withdrawn, on a confidential basis, modified or amended under the circumstances described in subparagraph (a)) and shall provide will disseminate the Offeror with a reasonable opportunity to review and provide any comments thereonSchedule 14D-9 as required by Rule 14d-9 under the Exchange Act. The Company shall mail and Acquisition each agrees to correct promptly any information provided by it for use in the Directors’ Circular Notice of Change within Schedule 14D-9 if and to the time frame indicated above and the Offeror extent that information is or becomes incomplete or inaccurate in any material respect and the Company shall cooperate in attempting to jointly mail will file any corrected Schedule 14D-9 with the Second Notice of Variation SEC and disseminate the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares corrected Schedule 14D-9 to the Offer. The Directors’ Circular Notice of Change shall also comply with Company's stockholders to the applicable rules governing the recommendation or solicitation extent required by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934or the rules under it. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Tender Offer, the Company will (or will cause its transfer agent to) promptly furnish Acquisition with mailing labels, security position listings and mailed any other available listing or computer files containing the names and addresses of the record holders or beneficial owners of shares of Common Stock as of a recent date and the Company will furnish Acquisition with such additional information and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Acquisition or its representatives may reasonably request in order to communicate the Tender Offer to the Shareholders, shall contain all information which is required record holders and beneficial owners of the Common Stock. Subject to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of applicable law, Acquisition will hold in confidence the information contained in any such labels, listings or files, and will use that information only in connection with the Tender Offer and the Merger. If this Agreement is terminated, Acquisition will return to the Company the originals and all applicable lawscopies of that information which are in Acquisition's possession.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisors, held has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interest of the Company's stockholders, (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, which approval satisfies in full any applicable requirements of the General Corporation Law of the State of Delaware ("DELAWARE LAW"), and (iii) unanimously resolved, except as may be required, in response to an unsolicited bona fide written Acquisition Proposal, in order to comply with the fiduciary duties of the Board of Directors under applicable law as advised in writing by Cool▇▇ ▇▇▇ward LLP ("COMPANY COUNSEL"), to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Covi▇▇▇▇▇ ▇▇▇ociates has delivered to the Company's Board of Directors its written opinion that the consideration to be paid in the Offer and the Merger is fair to the Shareholders holders of Shares from a financial point of view. The Company has been advised that all of its directors and is executive officers intend either to tender their Shares pursuant to the Offer or to vote in the best interests favor of the Company and the ShareholdersMerger. Subject to Section 3.2, the The Company will use promptly furnish Buyer with a list of its reasonable commercial efforts stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to issue a notice Buyer such additional information (including, without limitation, updated lists of change to the Director’s Circular stockholders, mailing labels and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice lists of Change”securities positions) concurrent and such other assistance as Buyer may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) The As soon as practicable on the date of commencement of the Offer, the Company shall co-operate will file with the Offeror, use reasonable commercial efforts to support SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the Offer and provide "SCHEDULE 14D-9") which shall reflect the Offeror with a draft copy recommendations of the Directors’ Circular Notice Company's Board of Change Directors referred to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereonabove. The Company shall mail and Buyer each agree promptly to correct any information provided by it for use in the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.Schedule 14D-9 if and

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that its Board of Directors, at a meeting duly called and held on or prior to the date hereof, has by the unanimous vote of all directors present and voting (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are consistent with and in furtherance of the long-term business strategy of Company and are advisable and are fair to and in the best interest of Company and its stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and the Company Stockholder Agreements and the transactions contemplated thereby, which approval constitutes approval under Section 203 of Delaware Law such that the BoardOffer, after consultation with its legal the Merger, this Agreement and financial advisorsthe other transactions contemplated hereby and the Company Stockholder Agreement and the transactions contemplated thereby, has unanimously determined are not and shall not be subject to any restriction pursuant to Section 203 of Delaware Law, and (iii) resolved to recommend acceptance of the Offer and approval and adoption (b) As soon as practicable on the day that the Offer is fair commenced, Company will file with the SEC and disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (the Shareholders and is "SCHEDULE 14D-9") which shall include the opinion of Credit Suisse First Boston Corporation referred to in the best interests of the Company and the Shareholders. Subject Section 2.20 and, subject to Section 3.25.03(b), shall include the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending Recommendations; provided, however, that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006. (b) The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereofAppointment Time the Board of Directors of Company may withhold, on withdraw, modify or change in a confidential basismanner adverse to Parent, or fail to make, its Recommendations in accordance with the terms of Section 5.03(b). Company, Parent and Merger Sub each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall provide have become false or misleading in any material respect. Company agrees to take all steps necessary to cause the Offeror Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC. Company agrees to provide Parent and its counsel with any comments thereon. The Company shall mail or its counsel receives in writing from the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 as soon as practicable after receipt of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such written comments. (c) The Directors’ Circular Notice Company will promptly furnish Parent and Merger Sub with a list of Changeits stockholders, when filed mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and will provide to Parent and Merger Sub such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Merger Sub may reasonably request in connection with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsOffer.

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and represents that the Board, after consultation with its legal at a meeting duly called and financial advisorsheld on October 21, 1998, by the affirmative vote of all members of the Board present at such meeting, has unanimously (i) determined that each of the Agreement, the Offer is and the Merger are fair to the Shareholders and is in the best interests of the Company stockholders of the Company, (ii) approved, found advisable and adopted this Agreement and the Shareholders. Subject to Section 3.2transactions contemplated hereby, including the Offer and the Merger (the "Transactions") and (iii) recommended that the stockholders of the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (and tender their shares of Company Common Stock to Merger Sub and approve and adopt this Agreement and the “Directors’ Circular Notice of Change”) concurrent with Transactions. The Company hereby consents to the issue and mailing inclusion in the Offer Documents of the Second Notice recommendation of Variation by the OfferorBoard described in the immediately preceding sentence, and in any event, subject to the Company shall issue such Directors’ Circular Notice second sentence of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Section 5.02. (b) The Concurrently with the commencement of the Offer, the Company shall co-operate file with the OfferorSEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, use reasonable commercial efforts to support the Offer and provide "Schedule 14D-9") containing the Offeror with a draft copy recommendation of the Directors’ Circular Notice Board described in Section 1.02(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14D-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14D-9 shall comply in all other material respects with the provisions of Change applicable federal securities laws. Each of the Company, Parent and Merger Sub agrees to correct promptly any information provided by it for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be mailed filed with the SEC and disseminated to Shareholders prior holders of shares of Company Common Stock, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Parent and its counsel shall provide the Offeror with a be given reasonable opportunity to review and provide any comments thereonthe Schedule 14D-9 before it is filed with the SEC. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above agrees to provide Parent and the Offeror Merger Sub and their counsel any comments the Company shall cooperate in attempting to jointly mail or its counsel may receive from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after the receipt of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such comments. (c) The Directors’ Circular Notice Company shall cause its transfer agent to promptly furnish Merger Sub with mailing labels containing the names and addresses of Changeall record holders of shares of Company Common Stock and with security position listings of shares of Company Common Stock held in stock depositories, when filed each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of shares of Company Common Stock. The Company shall furnish Merger Sub with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Merger Sub or their agents may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Merger Sub shall, and each of Parent and Merger Sub shall cause its affiliates, associates, agents and advisors to, (i) hold in confidence the information contained in such labels, listings and files, (ii) use such information only in connection with the Regulatory Authorities Offer and mailed to the Shareholders, shall contain all information which Merger and (iii) if this Agreement is required to be included therein terminated in accordance with Article VIII, promptly deliver to the Company all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall copies (whether in all material respects comply with the requirements human or machine readable form) of all applicable lawssuch information then in their possession.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that the BoardBoard of Directors, after consultation with its legal at a meeting duly called and financial advisors, held has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer is fair to and the Shareholders Merger, are advisable and is in the best interests of the Company and its stockholders, (ii) adopted this Agreement and approved the Shareholders. Subject transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of Maryland Law, (iii) resolved, subject to Section 3.27.04(b), to recommend acceptance of the Offer and, if required by Applicable Law, approval of the Merger by its stockholders and (iv) taken all other actions necessary to exempt the Offer, the Merger, this Agreement and the transactions contemplated hereby from any “fair price”, “moratorium”, “control share acquisition”, “interested stockholder”, “business combination” or other similar statute or regulation promulgated by a Governmental Authority (“Takeover Statute”). The Company will use has been advised that all of its reasonable commercial efforts directors and executive officers who own Shares intend to issue a notice of change tender their Shares pursuant to the Director’s Circular Offer. The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and an amendment any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case, true and correct as of the most recent practicable date, and shall provide to its Schedule 14D-9 recommending that Shareholders accept the Offer Parent such additional information (the “Directors’ Circular Notice including updated lists of Change”stockholders, mailing labels and lists of securities positions) concurrent and such other assistance as Parent may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) On the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of Shares, in each case, as and to the extent required by applicable U.S. federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 7.04(b), shall reflect the recommendations of the Board of Directors referred to above. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company shall co-operate use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of Shares, in each case, as soon as reasonably practicable and as and to the mailing thereof, on a confidential basis, extent required by applicable U.S. federal securities laws. Parent and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments thereonmade by Parent, Merger Subsidiary and their counsel. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above provide Parent, Merger Subsidiary and the Offeror and their counsel with (i) any comments or other communications, whether written or oral, that the Company shall cooperate in attempting or its counsel may receive from time to jointly mail time from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after receipt of Change those comments or other communications and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934be given). (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company hereby consents to the Offer and represents and warrants to the Offeror that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld, has unanimously (i) determined that this Agreement and its contemplated transactions, including the Offer, the Merger, and the purchase of shares of Company Stock contemplated by the Offer is (the "Transactions"), are advisable and fair to the Shareholders and is in the best interests of the Company and the Shareholders. Subject Company's shareholders, (ii) approved and adopted this Agreement and the Transactions, including the Offer, the Merger, and the purchase of shares of Company Stock contemplated by the Offer, in accordance with the requirements of the Indiana Law, which approval satisfies in full the requirements of prior approval contained in Sections 23-1-40-1, 23-1-43-18 and 23-1-43-19(1) of the Indiana Law, (iii) taken all requisite action to amend, and has duly and validly amended, the Company's bylaws to provide that Chapter 42 of the Indiana Law does not apply to control share acquisitions of shares of Company Stock (including, without limitation, by Parent or Merger Subsidiary pursuant to the Offer or the Merger) and (iv) resolved, subject to Section 3.27.04 to recommend that the shareholders of the Company accept the Offer, tender their shares of Company Stock pursuant to the Offer and approve and adopt this Agreement and the Merger. The Company hereby consents to the inclusion in the Offer Documents, the Schedule 14D-9 (as defined below) and the Proxy Statement (as defined below) (if any) of such recommendation of the Board of Directors. The Company will use its reasonable commercial efforts represents and warrants that the Board of Directors has received the written opinion (the "DLJ Fairness Opinion") of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation ("DLJ"), stating that as of the date of such opinion, the proposed consideration to issue a notice be received by the holders of change shares of Company Stock pursuant to the Director’s Circular Offer and an amendment the Merger is fair to its Schedule 14D-9 recommending that Shareholders accept such holders from a financial point of view. The Company has been authorized by DLJ to permit, subject to the prior review and consent by DLJ (such consent not to be unreasonably withheld), the inclusion of the DLJ Fairness Opinion (or a reference thereto) in the Offer (Documents and the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Schedule 14D-9. (b) The Company shall co-operate will cause its transfer agent promptly to furnish Parent and Merger Subsidiary with a list of the Company's shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Stock and lists of securities positions of shares of Company Stock held in stock depositories and to provide to Parent and Merger Subsidiary such additional information (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Merger Subsidiary or their agents may reasonably request in connection with the OfferorOffer. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Merger Subsidiary and each of their affiliates, associates and agents will hold in confidence the information contained in any such labels, listings and files, will use reasonable commercial efforts to support such information only in connection with the Offer and provide the Offeror with a draft copy Merger and, if this Agreement is terminated, will deliver, and will cause their agents to deliver, to the Company all copies and any extracts or summaries from such information then in their possession or control. (c) As soon as reasonably practicable on the date of commencement of the Directors’ Circular Notice Offer, the Company shall file with the SEC and disseminate to holders of Change shares of Company Stock, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule l4D-9") that shall reflect the recommendation of the Board of Directors referred to in clause (iv) of Section 2.02(a) hereof. The Company and Parent each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in the Schedule 14D-9 to include any information that shall become necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected or supplemented to be mailed filed with the SEC and to Shareholders prior be disseminated to holders of shares of Company Stock, in each case, as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Parent and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 prior to its being filed with the SEC. The Company shall mail agrees to provide to Parent and Merger Subsidiary and their counsel any comments or other communications which the Directors’ Circular Notice Company or its counsel may receive from the staff of Change within the time frame indicated above and SEC with respect to the Offeror Schedule 14D-9 promptly after receipt thereof. Parent, Merger Subsidiary and the Company shall cooperate in attempting each hereby agree to jointly mail provide promptly such information necessary to preparation of the Second Notice of Variation exhibits and schedules to the Schedule 14D-9 and the Directors’ Circular Notice of Change. The Company shall also file Offer Documents which the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change respective party responsible therefor will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934reasonably request. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to the Offeror that the Boardthat: (i) its Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld on April 20, 1997, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company holders of Shares, (B) approved this Agreement and the Shareholders. Subject transactions contemplated hereby, including each of the Offer and the Merger, and (C) resolved to Section 3.2recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser thereunder and approve this Agreement and the transactions contemplated hereby (it being understood that, notwithstanding anything in this Agreement to the contrary, if the Company's Board of Directors determines in good faith, based upon the advice of outside counsel, that failure to modify or withdraw its recommendation would constitute a breach of their fiduciary duties under applicable law, the Company will use Board of Directors may so modify or withdraw its reasonable commercial efforts to issue recommendation and such modification or withdrawal shall not constitute a notice breach of change this Agreement); and (ii) Gold▇▇▇, ▇▇ch▇ & ▇o. (the "Financial Adviser") has delivered to the Director’s Circular Board of Directors of the Company its written opinion that the consideration to be received by holders of Shares, other than Parent and an amendment Purchaser, pursuant to its Schedule 14D-9 recommending that Shareholders accept each of the Offer (and the “Directors’ Circular Notice of Change”) concurrent with Merger is fair to such holders. The Company hereby consents to the issue and mailing inclusion in the Offer Documents of the Second Notice recommendations of Variation by the Offeror, and Company's Board of Directors described in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006this Section 1.2(a). (b) The Company shall co-operate file with the OfferorSEC, use reasonable commercial efforts to support contemporaneously with the commencement of the Offer and provide the Offeror with pursuant to Section 1.1, a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, Solicitation/Recommendation Statement on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis Schedule 14D-9 (together with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other thingsamendments and supplements thereto, the determinations and "Schedule 14D-9"), containing the recommendations of the Company's Board as set forth of Directors described in Section 2.3(a1.2(a)(i) and shall promptly mail the intention of members Schedule 14D-9 to the stockholders of the Board and officers to tender their Common Shares to the OfferCompany. The Directors’ Circular Notice of Change shall also Schedule 14D-9 and all amendments thereto will comply in all material respects with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. The Company, Parent and Purchaser each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and 8 4 disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, if requested by Purchaser, the Company shall promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and mailed to any available listings or computer files containing the Shareholdersnames and addresses of the record holders of Shares, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Lawseach as of a recent date, and shall promptly furnish Purchaser with such additional information (including but not limited to updated lists of stockholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Parent, Purchaser or their agents may reasonably require in all material respects comply with communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and each of their affiliates and associates shall hold in confidence the information contained in any of such lists, labels or additional information and, if this Agreement is terminated, shall promptly deliver to the Company all applicable lawscopies of such information then in their possession.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror -------------- Offer and represents that (i) the BoardSpecial Committee and the Board at meetings duly called and held on October 17, after consultation with its legal 1997, have each, by unanimous vote of all directors present and financial advisorsvoting, has unanimously (A) determined that each of the Offer and the Merger, is fair to the Shareholders and is in the best interests of the shareholders of the Company (other than Parent and Merger Subsidiary), (B) approved this Agreement and the Shareholders. Subject Transactions and (C) resolved to Section 3.2, recommend that the shareholders of the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer and tender their Shares pursuant to the Offer and approve and adopt this Agreement and the Merger; provided that such recommendation may be -------- withdrawn, modified or amended to the extent the Board or the Special Committee deems it necessary to do so in the exercise of its fiduciary duties, as advised by independent counsel, and (ii) ▇▇▇▇▇▇▇▇▇▇▇ has delivered to the “Directors’ Circular Notice of Change”) concurrent with Special Committee a written opinion that, based on, and subject to, the issue various assumptions and mailing qualifications set forth in such opinion, as of the Second Notice of Variation date thereof, the consideration to be received by the Offeror, holders of Shares (other than Parent and the Merger Subsidiary) pursuant to the Offer and the Merger is fair to such holders from a financial point of view to the holders of Shares. A copy of such opinion has been provided to Parent. The Company hereby consents to the inclusion in any event, the Company shall issue such Directors’ Circular Notice Offer Documents of Change no later than 12:00 midnight (Calgary time) on July 17, 2006the recommendations of the Special Committee and the Board described in the immediately preceding sentence. (b) On the same day as the Parent first files the Schedule 14D-1 with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule 14D-9"), containing the recommendations of the Special Committee and the Board described in Section 1.02(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws or regulations. The Company, Parent and Merger Subsidiary agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become materially incorrect or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with than SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given the opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer provide Parent and provide the Offeror its counsel with a draft copy of any written comments or telephonic notification of any oral comments the Directors’ Circular Notice of Change to be mailed to Shareholders prior Company may receive from the SEC or its staff with respect to the mailing Schedule 14D-9 promptly after the receipt thereof, on a confidential basis, . The Company and its counsel shall provide the Offeror Parent and its counsel with a reasonable opportunity to review participate in all communications with the SEC and provide its staff, including any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above meetings and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent typetelephone conferences, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares relating to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation Transactions or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934this Agreement. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Transactions, the Company (i) shall promptly furnish Parent with mailing labels containing the names and mailed to the Shareholdersaddresses of all record holders of Shares and with security position listings of Shares held in stock depositories, shall contain all information which is required to be included therein in accordance each as of a recent date, together with all applicable lawsother available listings and computer files containing names, including all Applicable Corporate Laws addresses and all Applicable Securities Lawssecurity position listings of record holders and beneficial owners of Shares and (ii) shall furnish Parent with such additional information, including, without limitation, updated listings and computer files of shareholders, mailing labels and security position listings, and shall such other assistance as Parent, Merger Subsidiary or their agents may reasonably request in all material respects comply connection with the requirements of all applicable lawsOffer and the Merger.

Company Action. (a) The Company represents and warrants to As soon as practicable on the Offeror that the Board, after consultation with its legal and financial advisors, has unanimously determined day that the Offer is fair to the Shareholders and is in the best interests of the Company and the Shareholders. Subject to Section 3.2commenced, the Company will use its reasonable commercial efforts file with the SEC and disseminate to issue holders of Shares a notice Solicitation/Recommendation Statement on Schedule 14D-9 (the "SCHEDULE 14D-9") which shall include the opinion of change ▇▇▇▇▇▇▇▇, Ball & ▇▇▇▇▇▇ ("PBW") referred to in Section 2.17 and shall include the Recommendations (as defined in Section 2.2). Parent shall promptly furnish to the Director’s Circular Company all information concerning Parent, Parent's Subsidiaries and an amendment Parent's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(a). The Company hereby consents to the inclusion of the Recommendations in the Offer Documents and agrees that none of the Recommendations shall be withdrawn, modified or changed in the Offer Documents or the Schedule 14D-9 in a manner adverse to Parent or Merger Sub, and no resolution by the Board of Directors of the Company or any committee thereof to withdraw, modify or change any of the Recommendations in a manner adverse to Parent or Merger Sub shall be adopted or proposed IT BEING UNDERSTOOD THAT, for purposes of this Agreement, a Recommendation shall be deemed to be withdrawn, modified or changed in a manner adverse to Parent and Merger Sub if such Recommendation ceases to be unanimous. Notwithstanding the foregoing, the Board of Directors of the Company may withhold, withdraw or modify in a manner adverse to Parent its Recommendations in accordance with the terms of Section 4.3(e) hereof. Each of the Company, Parent and Merger Sub agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel receives from the SEC or its staff with respect to the Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice as soon as practicable after receipt of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006comments. (b) The Company shall co-operate will promptly furnish Parent and Merger Sub with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and will provide to Parent and Merger Sub such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Merger Sub may reasonably request in connection with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and represents that (i) the Board, after consultation with its legal at a meeting duly called and financial advisorsheld on August 6, 2001, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, and the transactions contemplated by the Stockholder Agreement (collectively, the "Transactions"), are fair to, and in the best interests of, the holders of Shares, (B) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with Delaware Law including, without limitation, Section 203 thereof and (C) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and approve and adopt this Agreement, and (ii) Broadview has delivered to the Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the Shareholders and is holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the best interests Offer Documents of the Company and the Shareholders. Subject to Section 3.2, the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing recommendation of the Second Notice of Variation by Board described in the Offerorimmediately preceding sentence, and in any event, the Company shall issue not withhold, withdraw, amend, change or modify such Directors’ Circular Notice recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). The Company has been advised by the Selling Stockholders that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer and to vote the Shares held by them in favor of Change no later than 12:00 midnight (Calgary time) on July 17, 2006the approval and adoption of this Agreement pursuant to their Stockholder Agreement. (b) As promptly as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing, except as provided in Section 7.05(b), the recommendation of the Board described in Section 2.02(a), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer give Parent and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with its counsel a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 prior to filing thereof with the SEC or its dissemination to the Company's stockholders. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above provide Parent, Purchaser and the Offeror and their counsel with any comments, written or oral, the Company shall cooperate in attempting to jointly mail or its counsel may receive from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after the receipt of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company such comments and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934any written responses thereto. (c) The Directors’ Circular Notice Company shall promptly furnish or cause to be furnished to Purchaser mailing labels containing the names and addresses of Changeall record holders of Shares and with security position listings of Shares held in stock depositories, when filed each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares as Purchaser or its agents may request in disseminating the Offer Documents to the Company's stockholders. The Company shall promptly furnish or cause to be furnished to Purchaser such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Shares as Parent or Purchaser may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Regulatory Authorities and mailed to the ShareholdersTransactions, and, if this Agreement shall contain all information which is required to be included therein terminated in accordance with Section 9.01, shall deliver or cause to be delivered to the Company all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall copies of such information then in all material respects comply with the requirements of all applicable lawstheir possession.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to the Offeror Parent and Merger Sub that (i) the Board, after consultation with its legal at a meeting duly called and financial advisorsheld on October 11, 2001, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the Offer, the Stock Option, and the Merger (the Offer, the Stock Option, and the Merger, collectively, the "Transactions"), are fair to, and in the best interests of, the holders of Shares, (B) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with the DGCL, including, without limitation, Section 203 thereof assuming that neither Parent nor Merger Sub are Interested Stockholders (as such term is defined in Section 203 of the DGCL with respect to the Transactions)) and (C) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and approve and adopt this Agreement and the Transactions, and (ii) ▇▇▇▇ Brothers & Company LLC has delivered to the Board its opinion that, as of the date of such opinion, the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the Shareholders holders of Shares from a financial point of view (the "Fairness Opinion"), subject to the assumptions and is qualifications contained in such opinion. The Company hereby consents to the inclusion in the best interests Offer Documents of the Company and the Shareholders. Subject to Section 3.2, the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing recommendation of the Second Notice of Variation by Board described in the Offerorimmediately preceding sentence, and in any event, neither the Board nor the Company shall issue withdraw or modify such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006recommendation in any manner adverse to Merger Sub or Parent except as and to the extent expressly provided in Section 5.3. (b) As soon as practicable after the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 containing the Fairness Opinion and, except and to the extent expressly provided in Section 5.3, the recommendation of the Board described in Section 1.2(a) (together with all amendments and supplements thereto, the "Schedule 14D-9"), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. Each of Parent, Merger Sub and the Company agrees to correct promptly any information provided by it for use in the Schedule 14D-9 which shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer give Parent and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with its counsel a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 prior to such document being filed with the SEC or disseminated to holders of Shares. The Company shall mail the Directors’ Circular Notice provide Parent and its counsel with copies of Change within the time frame indicated above and the Offeror and any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 after the receipt of such comments and shall cooperate provide Parent and its counsel with a reasonable opportunity to participate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations response of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers Company to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such comments. (c) The Directors’ Circular Notice of Change, when filed Company shall cooperate with and promptly furnish or cause its transfer agent to furnish Parent and Merger Sub with the Regulatory Authorities names and mailed addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, in each case that are true and correct as of the most recent practicable date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and Beneficial Owners of Shares. The Company shall cooperate with and promptly furnish or cause its transfer agent to furnish Parent and Merger Sub with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Shares, as Parent or Merger Sub may reasonably request in connection with the Offer. Subject to the Shareholdersrequirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Merger Sub and each of their respective agents shall hold in confidence the information contained in such labels, listings and files, shall contain all use such information which is required to only in connection with the Transactions, and, if this Agreement shall be included therein terminated in accordance with all applicable lawsSection 8.1, including all Applicable Corporate Laws and all Applicable Securities Lawsshall deliver, and shall use their best efforts to cause their agents to deliver, to the Company all copies of such information and any extracts or summaries of or from such information then in all material respects comply with the requirements of all applicable lawstheir possession or control.

Company Action. (a) The Company hereby approves of and consents to the Offer, and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, has, subject to the Offeror that terms and conditions set forth in this Agreement, (i) approved this Agreement and deemed this Agreement, the BoardOffer, after consultation with its legal the Merger and financial advisorsthe transactions contemplated by this Agreement advisable, has unanimously determined that the Offer is fair to the Shareholders and is in the best interests of the Company Shareholders; (ii) approved and adopted this Agreement and the Shareholders. Subject to Section 3.2transactions contemplated by this Agreement, including the Offer and the Merger, in all respects, and such approval and adoption constitutes approval and adoption of the Offer, the Merger, this Agreement and the transactions contemplated by this Agreement for purposes of Chapter 23B.11 of the Washington Business Corporations Act (the “WBCA”); (iii) taken all other corporate action necessary to render Chapter 23B.19.040 of the WBCA, if applicable, and the Company will use its reasonable commercial efforts Rights inapplicable to issue a notice each of change the Offer and the Merger; and (iv) resolved to recommend that the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Company Shareholders accept the Offer, that the Company Shareholders tender their shares of Company Common Stock in the Offer to Merger Sub, and that the Company Shareholders approve and adopt this Agreement and the Merger to the extent required by applicable Law (the “Directors’ Circular Notice of ChangeCompany Recommendation”) concurrent with ). The Company consents to the issue and mailing inclusion of the Second Notice of Variation by Company Recommendation in the OfferorOffer Documents, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006subject to Section 5.02. (b) The Company shall co-operate hereby agrees to file with the OfferorSEC, use reasonable commercial efforts to support as promptly as practicable on the day that the Offer is commenced, a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) that contains the Company Recommendation and provide to promptly mail the Offeror Schedule 14D-9 to the Company Shareholders together with a draft copy the Offer Documents and cause the Offer Documents and the Schedule 14D-9 to be disseminated to the Company Shareholders, in each case as and to the extent required by, and in accordance with the applicable requirements of the Directors’ Circular Notice of Change to U.S. federal securities Laws. Parent, Merger Sub and their counsel shall be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with a given reasonable opportunity to review and provide comment on the Schedule 14D-9 and any comments thereon. The amendments thereto in advance of their filing with the SEC or dissemination to the Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror Shareholders and the Company shall cooperate (i) provide Parent, Merger Sub and their counsel with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or the Staff with respect to the Offer as promptly as practicable after the receipt thereof, (ii) consult in attempting good faith with Parent, Merger Sub and their counsel prior to jointly mail responding to any such comments, and (iii) provide Parent, Merger Sub and their counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto made by the Second Notice of Variation and the Directors’ Circular Notice of ChangeCompany or its counsel. The Company Schedule 14D-9 shall also file the Directors’ Circular Notice of Change on a timely basis with comply in all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply material respects with the applicable rules governing U.S. federal securities Laws and, on the recommendation date first filed with the SEC and on the date first published, sent or solicitation given to the Company Shareholders and on the Acceptance Date, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant, agreement, representation or warranty is made by the subject company Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9. The Company, Parent and others set forth Merger Sub each agrees promptly to correct any information provided by it for use in Rule 14d-9 the Schedule 14D-9 if and Rule 14e-2 promulgated under to the U.S. Securities Exchange Act of 1934extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the Company Shareholders to the extent required by applicable Law. (c) In connection with the Offer and the Merger, the Company promptly will furnish (or cause its transfer agent to furnish) Parent and Merger Sub with mailing labels, security position listings, non-objecting beneficial owner lists and any available listing or computer files containing the names and addresses of the Company Shareholders, each as of the most recent practicable date, and shall furnish Merger Sub with such additional information and assistance (including but not limited to updated lists of the Company Shareholders, mailing labels and lists of securities positions and non-objecting beneficial owner lists) as Merger Sub or its agents may reasonably request in communicating the Offer to the record and beneficial holders of shares of Company Common Stock. Except as required by applicable Law, and except as necessary to communicate the Offer, the Merger or the transactions contemplated by this Agreement to the Company Shareholders, Parent and Merger Sub (and their respective representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated or the Offer is otherwise terminated, will deliver to the Company all copies of such information, labels, listings and files then in their possession. (d) The Directors’ Circular Notice Company hereby grants to Parent and Merger Sub (i) an irrevocable option (the “Top-Up Option”) to purchase up to that number of Changenewly issued shares of Company Common Stock (the “Top-Up Option Shares”) equal to the number of shares of Company Common Stock that, when filed with the Regulatory Authorities and mailed added to the Shareholdersnumber of shares of Company Common Stock owned by Parent and Merger Sub immediately following consummation of the Offer, shall contain all information which is constitute one share more than 90% of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer Price; provided that, the Company shall only be required to issue up to that number of Top-Up Option Shares that would not require a vote of the Company Shareholders to authorize additional shares of capital stock under the Company’s Articles, and that the number of newly issued Top-Up Option Shares that Parent and Merger Sub shall be included therein entitled to purchase under this Section 1.02 shall be limited to the number of Shares that may be purchased by Parent and Merger Sub in accordance compliance with all applicable lawsprovisions and regulations of the NASDAQ Global Market (“NASDAQ”) without requiring a stockholder vote. (e) The Top-Up Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Merger Sub. Parent and Merger Sub shall have the right, but shall not be required to exercise the Top-Up Option in their sole discretion and may only exercise the Top-Up Option if following its exercise, the condition set forth in clause (d) would be satisfied. (f) In the event that Parent or Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall give the Company two (2) Business Days prior written notice specifying the number of shares of Company Common Stock that are or will be owned by Parent and Merger Sub immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase. The Company and Merger Sub shall, as soon as practicable following delivery of such notice, mutually determine the appropriate number of Top-Up Option Shares contemplated by clause (d). At the closing of the purchase of the Top-Up Option Shares, the portion of the purchase price owing upon exercise of the Top-Up Option that equals the product of (i) the number of shares of Company Common Stock purchased pursuant to the Top-Up Option, multiplied by (ii) the Offer Price, shall be paid to the Company, at the election of Parent and Merger Sub, in cash (by wire transfer or cashier’s check) or by delivery of a promissory note with a market interest rate, with interest and principal payable solely on the one (1) year maturity of the note, in form reasonably acceptable to the Independent Incumbent Directors, having full recourse to Parent. (g) The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with all applicable Laws, including all Applicable Corporate Laws and all Applicable compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsAct.

Company Action. The Company hereby approves of and consents to the Tender Offer. Concurrently with the filing of the Schedule TO, the Company shall file with the SEC and mail to the holders of shares of Common Stock a Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "Schedule 14D-9"). The Schedule 14D-9 will set forth, and the Company hereby represents to Parent and Purchaser, that (a) The Company represents the Special Committee, at a meeting thereof duly called and warrants to the Offeror that the Board, after consultation with its legal and financial advisorsheld, has unanimously (i) determined that this Agreement, the Tender Offer is and the Merger are fair to the Shareholders and is in the best interests of the Company and the Shareholders. Subject to Section 3.2its stockholders (other than Royal Ahold and its Affiliates); (ii) determined that this Agreement, the Company will use its reasonable commercial efforts Tender Offer and the Merger should be approved and declared advisable by the Board; and (iii) resolved to issue a notice of change to recommend that the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders Company's stockholders accept the Offer (Tender Offer, tender their shares of Common Stock pursuant thereto and approve and adopt this Agreement and the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006. Merger if submitted for their approval; (b) The Company shall co-operate with the OfferorBoard, use reasonable commercial efforts to support at a meeting duly called and held, has (i) determined that this Agreement, the Tender Offer and provide the Offeror with a draft copy Merger are fair to and in the best interests of the Directors’ Circular Notice Company's stockholders (other than Royal Ahold and its Affiliates); (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including, without limitation the Tender Offer and the Merger; and (iii) resolved to recommend that the Company's stockholders accept the Tender Offer, tender their shares of Change to Common Stock pursuant thereto and approve and adopt this Agreement and the Merger if submitted for their approval; provided, however, that such recommendation of the Special Committee or the Board, as described in clauses (a) and (b) of this section, may be mailed to Shareholders prior withdrawn, modified or changed to the mailing thereofextent that the Special Committee or the Board, based on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations recommendation of the Board as set forth Special Committee (in Section 2.3(aeach case after receiving the advice of outside nationally recognized legal counsel) and the intention of members of the Board and officers reasonably determines in good faith that its fiduciary duties under applicable law require it to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.take such actions; and

Company Action. (a) The Company hereby approves and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held on January 8, 1999, at which a majority of the Directors was present, duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, recommended that stockholders of the Company accept the Offer, tender their Common Shares pursuant to the Offeror that Offer and approve this Agreement and the Boardtransactions contemplated hereby, after consultation with its legal including the Merger, and financial advisors, has unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the stockholders of the Company. The Company hereby consents to the inclusion in the Offer Documents of such recommendation of the Board of Directors of the Company. The Company represents that its Board of Directors has received the written opinion (the "FAIRNESS OPINION") of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation (the "FINANCIAL ADVISOR") that the proposed consideration to be received by the holders of Common Shares pursuant to the Offer and the ShareholdersMerger is fair to such holders from a financial point of view. Subject The Company has been authorized by the Financial Advisor to Section 3.2permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the Company will use its reasonable commercial efforts to issue inclusion of the Fairness Opinion (or a notice of change to reference thereto) in the Director’s Circular and an amendment to its Offer Documents, the Schedule 14D-9 recommending that Shareholders accept (as hereinafter defined) and the Offer Proxy Statement (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006as hereinafter defined). (b) The Company shall co-operate file with the OfferorSEC, use reasonable commercial efforts as promptly as practicable after the filing by Parent of the Schedule 14D-1 with respect to support the Offer, a Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "SCHEDULE 14D-9") that will comply in all material respects with the provisions of all applicable federal securities laws. The Company shall mail such Schedule 14D-9 to the stockholders of the Company as promptly as practicable after the commencement of the Offer. The Schedule 14D-9 and the Offer and provide Documents shall contain the Offeror with a draft copy recommendations of the Directors’ Circular Notice Board of Change Directors of the Company described in SECTION 1.2(a) hereof. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9 as so corrected or supplemented to be mailed filed with the SEC and disseminated to Shareholders prior holders of Common Shares to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Purchaser and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within Schedule 14D-9 before it is filed with the time frame indicated above and the Offeror SEC, and the Company shall cooperate consider any such comments in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934good faith. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company shall promptly upon execution of this Agreement furnish Purchaser with mailing labels containing the names and mailed to the Shareholdersaddresses of all record holders of Common Shares and security position listings of Common Shares held in stock depositories, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Lawseach as of a recent date, and shall in all material respects comply promptly furnish Purchaser with such additional information reasonably available to the Company, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Purchaser or its agents may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of Common Shares. Subject to the requirements of applicable law and except as necessary to disseminate the Offer Documents and otherwise for the purpose of effecting the transactions contemplated hereby, Parent and Purchaser shall hold in confidence the materials furnished pursuant to this SECTION 1.2(c), use such information only in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and, if this Agreement is terminated, as promptly as practicable return to the Company such materials and all applicable lawscopies thereof in the possession of Parent and Purchaser.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that at a meeting duly called and held prior to the Boardexecution of this Agreement at which all directors of the Company were present, after consultation with its legal the Company Board duly and financial advisorsunanimously adopted resolutions (i) declaring that this Agreement and the transactions contemplated hereby, has unanimously determined that including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company Company’s shareholders, (ii) approving and declaring advisable this Agreement and the Shareholderstransactions contemplated hereby, including the Offer and the Merger, (iii) approving and adopting an amendment to the Company Rights Agreement to render the Company Rights inapplicable to this Agreement, the Tender and Support Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, and (iv) recommending that the Company’s shareholders accept the Offer, tender their Company Shares to Merger Subsidiary pursuant to the Offer and grant the Shareholder Approval (such recommendation, the “Board Recommendation”). Subject At a meeting duly called and held prior to the execution of this Agreement at which all “disinterested directors” (as defined in Section 3.2302A.673 of the MBCA) of the Company were present, a duly authorized special committee of the Company Board duly and unanimously adopted resolutions approving this Agreement, the Tender and Support Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby for purposes of Section 302A.673 of the MBCA. Except to the extent permitted by Section 7.03(b), the Company will use its reasonable commercial efforts to issue a notice of change hereby represents that no Adverse Recommendation Change has or shall have occurred. The Company hereby consents to the Director’s Circular inclusion of the foregoing determinations and an amendment to its Schedule 14D-9 recommending that Shareholders accept approvals in the Offer (Documents and, to the “Directors’ Circular Notice of Change”) concurrent extent that no Adverse Recommendation Change shall have occurred in accordance with the issue and mailing of the Second Notice of Variation by the Offeror, and in any eventSection 7.03(b), the Company hereby consents to the inclusion of the Board Recommendation in the Offer Documents. The Company shall issue promptly furnish Parent with a list of its shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Shares and lists of securities positions of Company Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such Directors’ Circular Notice additional information (including updated lists of Change no later than 12:00 midnight (Calgary timeshareholders, mailing labels and lists of securities positions) on July 17, 2006and such other assistance as Parent may reasonably request in connection with the Offer. (b) As soon as practicable on the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of Company Shares, in each case, as and to the extent required by applicable U.S. federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 7.03(b), shall reflect the Board Recommendation. Each of Parent and Merger Subsidiary shall promptly furnish to the Company in writing all information concerning Parent and Merger Subsidiary that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company shall co-operate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of Company Shares, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable U.S. federal securities laws. Parent and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments thereonmade by Parent, Merger Subsidiary and their counsel. The Company shall mail provide Parent, Merger Subsidiary and their counsel with (i) any comments or other communications, whether written or oral, that Parent, Merger Subsidiary or their counsel may receive from time to time from the Directors’ Circular Notice SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of Change within those comments or other communications, and (ii) a reasonable opportunity to participate in the time frame indicated above Company’s response to those comments and the Offeror to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company shall cooperate or its counsel in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply any discussions or meetings with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934SEC. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The As soon as practicable on the Offer Commencement Date, the Company represents shall prepare and warrants file with the SEC and disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (including any amendments or supplements thereto, the “Schedule 14D-9”), which shall include the written opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co., Incorporated (“Baird”) referred to in Section 3.15(b) and, subject to Section 5.6, shall include the Recommendations. As soon as practicable after the date of this Agreement, Parent shall furnish to the Offeror Company all information concerning Parent, Parent’s Subsidiaries and Parent’s shareholders that the Board, after consultation may be required or reasonably requested in connection with its legal and financial advisors, has unanimously determined that the Offer is fair to the Shareholders and is in the best interests of the Company and the Shareholdersany action contemplated by this Section 1.2(a). Subject to Section 3.25.6, the Company will use its reasonable commercial efforts to issue a notice of change hereby consents to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept inclusion of the Recommendations in the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue Documents and mailing agrees that none of the Second Notice of Variation Recommendations shall be withdrawn, modified or changed in a manner adverse to Parent or Merger Sub, and no resolution by the OfferorCompany Board, or any committee of the Company Board, to withdraw, modify or change any of the Recommendations in a manner adverse to Parent or Merger Sub shall be adopted or proposed (it being understood that, for purposes of this Agreement, a Recommendation shall be deemed to be withdrawn, modified or changed in a manner adverse to Parent and Merger Sub if such Recommendation ceases to be unanimous; provided, however, that the abstention or failure to participate in any eventa Recommendation of a single director who is not affiliated with or employed by a Company stockholder that is an entity and that is a party to the Tender and Voting Agreement, in and of itself, shall not cause a Recommendation to cease to be unanimous). Notwithstanding the foregoing, prior to the Appointment Time, the Company Board may withhold, withdraw, modify or change in a manner adverse to Parent, or fail to make, its Recommendations solely in accordance with the terms of Section 5.6. The Company, Parent and Merger Sub each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall issue have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC. The Company agrees to provide Parent and its counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel receives from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such Directors’ Circular Notice of Change no later than 12:00 midnight comments or other communications and (Calgary timeii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on July 17that response, 2006including by participating with the Company or its counsel in any discussions or meetings with the SEC. (b) The Company shall co-operate will promptly furnish Parent and Merger Sub with a list of its stockholders, mailing labels and any available listings or computer files containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case as of the most recent practicable date, and will provide to Parent and Merger Sub such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Merger Sub may reasonably request in connection with the OfferorOffer. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Parent and Merger Sub shall hold in confidence the information contained in any such labels, listings and files, shall use reasonable commercial efforts to support such information only in connection with the Offer and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to Merger and, if this Agreement shall be mailed to Shareholders prior terminated, shall, upon request, deliver to the mailing thereof, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice all copies of Change within the time frame indicated above and the Offeror and the Company shall cooperate such information then in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934possession. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants that (i) the Board has, subject to the Offeror that terms and conditions set forth herein, adopted final and binding resolutions, which have not been amended or repealed, pursuant to which the Board, after consultation with its legal and financial advisors, has unanimously Board (A) determined that this Agreement, and the transactions contemplated hereby and thereby, including the Offer is and the Merger, are fair to the Shareholders to, and is in the best interests of, the stockholders of the Company, (B) approved and adopted this Agreement, and the Stockholders Agreement (defined herein) and the transactions contemplated hereby and thereby, including without limitation, the Merger and the acquisition of Shares by Parent or Acquisition pursuant to the options granted by the Stockholders under the Stockholders Agreement, and such approval (the "Section 203 Approval") constitutes the approval of the foregoing for the purposes of Section 203 of the Delaware General Corporation Law ("DGCL"), (C) taken all necessary action to avoid the occurrence of a "Distribution Date" (as defined in the Rights Agreement referred to in Section 2.8) with respect to the Rights, and (D) recommended that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and, if required by law, approve and adopt this Agreement and the ShareholdersMerger (provided, however, that subject to the provisions of Section 5.3 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 5.3)) and (ii) PaineWebber Incorporated and TM Capital Corp. have each delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of the Shares (other than the Parent, GP, Acquisition and their affiliates) pursuant to the Offer and Merger is fair to such holders from a financial point of view. Subject only to the provisions of Section 3.25.3, the Company will use its reasonable commercial efforts to issue a notice of change hereby consents to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept inclusion in the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing Documents of the Second Notice recommendation of Variation by the Offeror, and Board described in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006immediately preceding sentence. (b) The Company shall co-operate hereby agrees to file with the Offeror, use reasonable commercial efforts SEC as soon as practicable after the date hereof a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to support the Offer (together with any amendments thereof or supplements thereto, the "Schedule 14D-9") containing the recommendation described in Section 1.2(a) and provide to promptly mail the Offeror with a draft copy Schedule 14D-9 to the stockholders of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereonCompany. The Company represents and warrants that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published or sent or given to the Company's stockholders, as the case may be, shall mail not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Directors’ Circular Notice statements therein, in light of Change within the time frame indicated above circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent, GP or Acquisition in writing for inclusion in the Schedule 14D-9. The Company, Parent, GP and Acquisition each agrees promptly to correct any information provided by it for use in the Offeror Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect and the Company shall cooperate in attempting further agrees to jointly mail take all steps necessary to cause the Second Notice of Variation Schedule 14D-9 as so corrected to be filed with the SEC and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares disseminated to the Offer. The Directors’ Circular Notice holders of Change shall also comply with Shares, in each case as and to the extent required by applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934federal securities laws. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company will promptly furnish Parent and mailed Acquisition with mailing labels, security position listings and any available listing or computer files containing the names and addresses of the record holders of the Shares as of a recent date and shall furnish Acquisition with such additional information and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Acquisition or its agents may reasonably request in communicating the Offer to the Shareholders, shall contain all information which is required record and beneficial holders of Shares. Subject to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent, GP, Acquisition and their affiliates, associates, agents and advisors shall hold in confidence the information contained in any of such labels and lists, and use the information contained in any such labels, listings and files only in connection with the Offer and the Merger, and, if this Agreement shall be terminated, will deliver to the Company all applicable lawscopies of such information then in their possession.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that its board of directors (the “Company Board”), after consultation with its legal at a meeting duly called and financial advisorsheld prior to the execution of this Agreement, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company Company’s stockholders, (ii) approved and adopted this Agreement and the Shareholderstransactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law and (iii) recommended acceptance of the Offer by the Company’s stockholders and the Stockholder Approval (such recommendation, the “Board Recommendation”). Subject Except to the extent permitted by Section 3.27.04(b), the Company will use its reasonable commercial efforts to issue a notice of change hereby represents that no Adverse Recommendation Change has occurred. The Company hereby consents to the Director’s Circular inclusion of the foregoing determinations and an amendment to its Schedule 14D-9 recommending that Shareholders accept approvals in the Offer (Documents and, to the “Directors’ Circular Notice of Change”) concurrent extent that no Adverse Recommendation Change shall have occurred in accordance with the issue and mailing of the Second Notice of Variation by the Offeror, and in any eventSection 7.04(b), the Company shall issue such Directors’ Circular Notice hereby consents to the inclusion of Change no later than 12:00 midnight (Calgary time) on July 17the Board Recommendation in the Offer Documents. The Company further represents that N▇▇▇▇▇▇ & Company, 2006. (b) LLC has delivered to the Company Board its opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of the Company Shares from a financial point of view. The Company has been advised that its directors and executive officers and certain stockholders of the Company have agreed to tender their Tender Shares pursuant to the Offer pursuant to the terms of the Tender and Support Agreement. The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror promptly furnish Parent with a draft copy list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Tender Shares and lists of securities positions of Tender Shares held in stock depositories, in each case true and correct as of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basismost recent practicable date, and shall provide the Offeror with a reasonable opportunity to review Parent such additional information (including updated lists of stockholders, mailing labels and provide any comments thereon. The Company shall mail the Directors’ Circular Notice lists of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(asecurities positions) and such other assistance as Parent may reasonably request in order to disseminate the intention of members of the Board and officers Offer as required by Applicable Law. Subject to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with except for such steps as are necessary to disseminate the requirements of all applicable laws.Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Subsidiary (and their respective agents) shall:

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to the Offeror that the Boardthat: (i) its Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld on September 29, 1998, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Offer is fair to and the Shareholders Merger, are advisable and is in the best interests of the Company and the Shareholders. Subject to Section 3.2holders of Shares, (B) approved this Agreement, the Stock Option Agreement, and the transactions contemplated hereby and thereby, including each of the Offer and the Merger, and (C) resolved to recommend that the stockholders of the Company will use its reasonable commercial efforts accept the Offer, tender their Shares to issue a notice of change Purchaser thereunder and adopt this Agreement; provided, however, that prior to the Director’s Circular consummation of the Offer, if -------- ------- the Company's Board of Directors by majority vote shall have determined in good faith, based upon the advice of outside counsel to the Company, that failure to modify or withdraw its recommendation is reasonably likely to constitute a breach of the Board's fiduciary duty under applicable law, then the Board of Directors may so modify or withdraw its recommendation; and an amendment (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc. (the "Financial Adviser"), has delivered to the Board of Directors of the Company its Schedule 14D-9 recommending opinion that Shareholders accept the consideration to be paid to the holders of Shares, other than Parent and Purchaser, pursuant to each of the Offer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to prior review and consent by such Financial Adviser, the inclusion of such fairness opinion, in its entirety, in the Schedule14D-9 (as defined in subsection (b) hereof) and the “Directors’ Circular Notice of Change”) concurrent with Proxy Statement (as defined in Section 3.12). The Company hereby consents to the issue and mailing inclusion in the Offer Documents of the Second Notice recommendations of Variation by the Offeror, and Company's Board of Directors described in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006this Section 1.2(a). (b) The As soon as reasonably practicable after the date hereof (and in any event within five business days from the date of public announcement of the execution hereof), the Company shall co-operate file with the OfferorSEC, use reasonable commercial efforts to support a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the Offer and provide "Schedule 14D-9"), containing the Offeror with a draft copy recommendations of the Directors’ Circular Notice Company's Board of Change Directors described in and subject to be mailed to Shareholders prior Section 1.2(a)(i) and shall promptly mail the Schedule 14D-9 to the mailing thereof, on a confidential basis, and shall provide stockholders of the Offeror with a reasonable opportunity to review and provide any comments thereonCompany. The Company shall mail represents and warrants that the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate Schedule 14D-9 will comply in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance material respects with all applicable laws, including without limitation the Exchange Act and the rules and regulations promulgated thereunder and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading; provided, however, that the representations and warranties in this subsection -------- ------- shall not apply to statements in or omissions from the Schedule 14D-9 made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of Parent or Purchaser. Parent and Purchaser and their counsel shall be given an opportunity to review the Schedule 14D-9 before it is filed with the SEC. The Company shall promptly provide to Parent and Purchaser a copy of any written comments received by it from the SEC with respect to the Schedule 14D-9. The Company, Parent and Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the Company further agrees to take all Applicable Corporate Laws steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and all Applicable Securities Lawsdisseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) In connection with the Offer, the Company shall promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the record holders of Shares, each as of a recent date, and shall promptly furnish Purchaser with such additional information (including but not limited to updated lists of stockholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other customary assistance as Parent, Purchaser or their agents may reasonably require in all material respects comply with communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of all applicable lawslaw, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Purchaser, Parent and each of their affiliates, agents and associates shall hold in confidence the information contained in any of such lists, labels or additional information subject to the terms and conditions of the Confidentiality Agreement (as defined below).

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and represents that the Board, after consultation with its legal at a meeting duly called and financial advisorsheld on May 13, 2002, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the Offer is and the Merger, and the transactions contemplated by the Stockholder Agreements (collectively, the "TRANSACTIONS"), are fair to the Shareholders to, and is in the best interests of, the holders of Shares, (B) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with Delaware Law, including, without limitation, Section 203 thereof), (C) resolved to recommend that the holders of Shares accept the Offer and tender Shares pursuant to the Offer, and, if applicable, vote to adopt this Agreement, subject, in the case of (C), to the right of the Board to withhold, withdraw, amend, change or modify its recommendation in accordance with the terms of Section 7.05 hereof and (D) authorized the Company and to take all actions referred to in Section 4.17 hereof. To the Shareholders. Subject to Section 3.2extent that such recommendation of the Board is not so withheld, withdrawn, amended, changed or modified, the Company will use its reasonable commercial efforts to issue a notice of change hereby consents to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept inclusion in the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing Documents of the Second Notice recommendation of Variation by the OfferorBoard described in the immediately preceding sentence, and the Company shall not withhold, withdraw, amend, change or modify such recommendation in any eventmanner adverse to Purchaser or Parent except as provided in Section 7.05 hereof. Notwithstanding any withdrawal, amendment, change or modification to such recommendation, the Company shall issue shall, subject to Sections 7.01 and 9.01 hereof, submit this Agreement and the Transactions to the holders of Shares for their approval. The Company has been advised by its directors and executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer and, if applicable, to sell such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Shares to Purchaser pursuant to the Stockholder Agreement. (b) As promptly as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "SCHEDULE 14D-9") containing, except as provided in Section 7.05 hereof, the recommendation of the Board described in Section 2.02(a) hereof, and shall, subject to Section 2.02(c), disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer give Parent and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with its counsel a reasonable opportunity to review and provide any comments thereoncomment upon the Schedule 14D-9 prior to the filing thereof with the SEC or dissemination to holders of Shares. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above provide Parent and the Offeror and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 after receipt of such comments and shall cooperate provide Parent and its counsel with a reasonable opportunity to participate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations response of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers Company to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such comments. (c) As promptly as reasonably practicable after the date hereof, the Company shall, or cause its transfer agent to, furnish Purchaser with mailing labels containing the names -10- and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of the most recent date available to the Company, together with all other available listings and computer files containing names, addresses and security position listings of record holders and, if known to the Company, beneficial owners of Shares. The Directors’ Circular Notice Company shall promptly furnish Purchaser with such additional information, including, without limitation, updated listings and computer files of Changestockholders, when filed mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Shares as Parent or Purchaser may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Regulatory Authorities and mailed to the ShareholdersTransactions, and, if this Agreement shall contain all information which is required to be included therein terminated in accordance with all applicable lawsSection 9.01, including all Applicable Corporate Laws and all Applicable Securities Lawsshall deliver, and shall will cause their agents to deliver, to the Company all copies of such information then in all material respects comply with the requirements of all applicable lawstheir possession or control.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to the Offeror that the Boardthat: (i) its Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld on July 13-14, 1997, has unanimously (A) determined that this Agreement and the Offer is transactions contemplated hereby, including each of the Offer, the Axiohm Exchange, the Acquisition of Purchaser and the Merger, are fair to the Shareholders and is in the best interests of the Company holders of Shares, (B) approved and adopted this Agreement and the Shareholders. Subject transactions contemplated hereby and (C) resolved to Section 3.2, recommend that the shareholders of the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer and tender their Shares to Purchaser thereunder (provided, however, that subject to the provisions of Section 6.3 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 6.3)); and (ii) Prudential Securities Incorporated (the “Directors’ Circular Notice "Financial Adviser"), has delivered to the Board of Change”) concurrent with the issue and mailing Directors of the Second Notice Company its written opinion that the consideration to be received by holders of Variation shares of Company Common Stock (other than Parent and its affiliates), consisting of the cash consideration to be received by such holders pursuant to the Offer and the shares of Company Common Stock to be retained by such holders following the consummation of the Axiohm Exchange, the Acquisition of Purchaser and the Merger, is fair to such holders from a financial point of view. The Company has been authorized by the OfferorFinancial Adviser to permit, subject to prior review and consent by the Financial Adviser, the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in any event, the Schedule 14D-9 referred to below. The Company shall issue such Directors’ Circular Notice hereby consents to the inclusion in the Offer Documents of Change no later than 12:00 midnight (Calgary time) on July 17, 2006the recommendations of the Company's Board of Directors described in this Section 1.2(a). (b) The As soon as reasonably practicable on the date of filing by Parent and Purchaser of the Offer Documents with the SEC, the Company shall co-operate file with the OfferorSEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, use reasonable commercial efforts to support the Offer and provide "Schedule 14D-9"), containing the Offeror with a draft copy recommendations of the Directors’ Circular Notice Company's Board of Change to be mailed to Shareholders prior Directors described in Section 1.2(a) and shall promptly mail the Schedule 14D-9 to the mailing thereof, on a confidential basis, shareholders of the Company. Parent and its counsel shall provide be given the Offeror with a reasonable opportunity to review and provide comment on the Schedule 14D-9 before it is filed with the SEC, and shall be given copies of any comments thereoncomment letters from the SEC regarding the Schedule 14D-9 and, to the extent practicable, the opportunity to participate in conversations with the SEC staff. The Company shall mail Schedule 14D-9 and all amendments thereto will comply in all material respects with the Directors’ Circular Notice of Change within the time frame indicated above Exchange Act and the Offeror rules and regulations promulgated thereunder. The Company, Parent and Purchaser each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the Company shall cooperate further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of Shares, in attempting to jointly mail the Second Notice of Variation each case as and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the extent required by applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934federal securities laws. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company shall promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and mailed to any available listings or computer files containing the Shareholdersnames and addresses of the record holders of Shares, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Lawseach as of a recent date, and shall promptly furnish Purchaser with such additional information (including but not limited to updated lists of shareholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Parent, Purchaser or their agents may reasonably require in all material respects comply with communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable laws and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Axiohm Exchange, the Acquisition of Purchaser and the Merger, as applicable, Parent and Purchaser (and their agents) shall hold in confidence the information contained in any of such labels and lists and, if this Agreement shall be terminated, will upon request promptly deliver to the Company or destroy all applicable lawscopies of such information then in their possession or control.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld, has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (defined below in Section 2.1), and the Stockholder Option Agreement, dated as of February 5, 1999 (the "Stockholder Option Agreement"), among the stockholders of the Company that are named therein ("Stockholders") and Merger Subsidiary, and the transactions contemplated thereby, are fair to and in the best interest of the Company's stockholders, (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and the Stockholder Option Agreement and the transactions contemplated thereby, which approval satisfies in full the requirements of Sections 607.0901 and 607.0902 of the General Corporation Act of the State of Florida (the "Florida Law"), and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that The ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Company LLC has delivered to the Company's Board of Directors its opinion that the consideration to be paid in the Offer and the Merger is fair to the Shareholders holders of Shares from a financial point of view. The Company has been advised that all of its directors and is executive officers presently intend either to tender their Shares pursuant to the Offer or to vote in the best interests favor of the Company and the ShareholdersMerger. Subject to Section 3.2, the The Company will use promptly furnish Parent and Merger Subsidiary with a list of its reasonable commercial efforts stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and will provide to issue a notice Parent and Merger Subsidiary such additional information (including, without limitation, updated lists of change to the Director’s Circular stockholders, mailing labels and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice lists of Change”securities positions) concurrent and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) As soon as practicable on the day that the Offer is commenced the Company will file with the SEC and disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") which shall reflect the recommendations of the Company's Board of Directors referred to above, subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Holland & Knight LLP, counsel to the Company. The Company, Parent and Merger Subsidiary each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company shall co-operate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of Shares, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Parent and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting Schedule 14D-9 prior to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when its being filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsSEC.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to the Offeror that the Boardthat: (i) its Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld on May 9, 1997, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company holders of Shares, (B) approved this Agreement and the Shareholders. Subject transactions contemplated hereby and (C) resolved to Section 3.2recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser thereunder and approve this Agreement and the transactions contemplated hereby; and (ii) BZW, the Company will use its reasonable commercial efforts to issue a notice investment banking division of change Barclays Bank PLC (the "Financial Adviser" or "BZW"), has delivered to the Director’s Circular Board of Directors of the Company its written opinion that the consideration to be received by holders of Shares, other than Parent and an amendment Purchaser, pursuant to its each of the Offer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to prior review and consent by the Financial Adviser (such consent not to be unreasonably withheld), the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 recommending that Shareholders accept referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing Documents of the Second Notice recommendations of Variation by the Offeror, and Company's Board of Directors described in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006this Section 1.2(a). (b) The Company shall co-operate file with the OfferorSEC, use reasonable commercial efforts contemporaneously with the amendment to support the Offer pursuant to Section 1.1, a Solicitation/Recommendation Statement on 8 Schedule 14D-9 (together with all amendments and provide supplements thereto, the Offeror with a draft copy "Schedule 14D-9"), containing the recommendations of the Directors’ Circular Notice Company's Board of Change to be mailed to Shareholders prior Directors described in Section 1.2(a)(i) and shall promptly mail the Schedule 14D-9 to the mailing thereof, on a confidential basisstockholders of the Company. Parent and its counsel shall be given the opportunity to review the Schedule 14D-9 before it is filed with the Commission, and shall provide be given copies of any comment letters from the Offeror with a reasonable Commission regarding the Schedule 14D-9 and the opportunity to review and provide any comments thereonparticipate in conversations with the Commission staff. The Company shall mail Schedule 14D-9 and all amendments thereto will comply in all material respects with the Directors’ Circular Notice of Change within the time frame indicated above Exchange Act and the Offeror rules and regulations promulgated thereunder. The Company, Parent and Purchaser each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the Company shall cooperate further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of Shares, in attempting to jointly mail the Second Notice of Variation each case as and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the extent required by applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934federal securities laws. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, if requested by Purchaser, the Company shall promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and mailed to any available listings or computer files containing the Shareholdersnames and addresses of the record holders of Shares, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Lawseach as of a recent date, and shall promptly furnish Purchaser with such additional information (including but not limited to updated lists of stockholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Parent, Purchaser or their agents may reasonably require in all material respects comply with communicating the requirements Offer to the record and beneficial holders of all applicable lawsShares.

Company Action. (a) The Company hereby represents that its Board of Directors, at a meeting duly called and warrants held on or prior to the Offeror that the Board, after consultation with its legal and financial advisorsdate hereof, has unanimously by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are advisable and are fair to the Shareholders and is in the best interests of the Company and its stockholders, (ii) approved and adopted this Agreement and the Shareholders. Subject transactions contemplated hereby, including the Offer and the Merger and the Stockholder Agreements and the transactions contemplated thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement and the other transactions contemplated hereby, and the Stockholder Agreements and the transactions contemplated thereby, are not and shall not be subject to any restriction pursuant to Section 3.2203 of the DGCL, the Company will use its reasonable commercial efforts and (iii) resolved to issue a notice recommend acceptance of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer and approval and adoption of this Agreement by the Company's stockholders (the “Directors’ Circular Notice of Change”unanimous recommendations referred to in this clause (iii) concurrent with are collectively referred to in this Agreement as the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006"RECOMMENDATIONS"). (b) The As soon as practicable on the day that the Offer is commenced, the Company shall co-operate will file with the OfferorSEC and disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (the "SCHEDULE 14D-9") which shall include the opinion of Credit Suisse First Boston Corporation ("CREDIT SUISSE FIRST BOSTON") referred to in Section 3.17 hereof and, use reasonable commercial efforts subject to support Section 5.4 hereof, shall include the Recommendations. Parent shall promptly furnish to the Company all information concerning Parent, Parent's Subsidiaries and Parent's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(b). Subject to Section 5.4 hereof, the -3- 8 Company hereby consents to the inclusion of the Recommendations in the Offer Documents and provide the Offeror with a draft copy agrees that none of the Directors’ Circular Notice Recommendations shall be withdrawn, modified or changed in a manner adverse to Parent or Merger Sub, and no resolution by the Board of Change Directors of the Company or any committee thereof to withdraw, modify or change any of the Recommendations in a manner adverse to Parent or Merger Sub shall be adopted or proposed (it being understood that, for purposes of this Agreement, a Recommendation shall be deemed to be mailed withdrawn, modified or changed in a manner adverse to Shareholders Parent and Merger Sub if such Recommendation ceases to be unanimous). Notwithstanding the foregoing, prior to the mailing thereofAppointment Time (as defined in Section 1.3(a) hereof), on the Board of Directors of the Company may withhold, withdraw, modify or change in a confidential basismanner adverse to Parent, or fail to make, its Recommendations in accordance with the terms of Section 5.4 hereof. The Company, Parent and Merger Sub each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall provide have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Offeror Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 prior to its being filed with the SEC. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above agrees to provide Parent and the Offeror and its counsel with any comments the Company shall cooperate or its counsel receives in attempting to jointly mail writing from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 as soon as practicable after receipt of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such written comments. (c) The Directors’ Circular Notice Company will promptly furnish Parent and Merger Sub with a list of Changeits stockholders, when filed mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case as of the most recent practicable date, and will provide to Parent and Merger Sub such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Merger Sub may reasonably request in connection with the Regulatory Authorities and mailed Offer. Subject to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Parent and Merger Sub shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company all applicable lawscopies of such information then in their possession.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld, has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 2.01), are fair to and in the best interest of the Company's stockholders, (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, which approval constituted approval of the Offer, the Merger and this Agreement for purposes of Sections 203 and 251 of the General Corporation Law of the State of Delaware (the "Delaware GCL"), and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that C▇▇▇▇ & Company has delivered to the Company's Board of Directors its written opinion that, as of the date of such opinion, the consideration to be paid in the Offer and the Merger is fair to the Shareholders holders of Shares (other than Parent and is its affiliates) from a financial point of view. The Company has been advised that all of its directors and executive officers intend either to tender their Shares pursuant to the Offer or to vote in the best interests favor of the Company and the ShareholdersMerger. Subject to Section 3.2, the The Company will use promptly furnish Acquisition with a list of its reasonable commercial efforts stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to issue a notice Acquisition such additional information (including, without limitation, updated lists of change to the Director’s Circular stockholders, mailing labels and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice lists of Change”securities positions) concurrent and such other assistance as Acquisition may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) As soon as practicable on the day that the Offer is commenced, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D- 9"), which shall reflect the recommendations of the Company's Board of Directors referred to above. The Company and Acquisition each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall co-operate have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of Shares, in each case as and to the mailing thereofextent required by applicable federal securities laws. Parent, on a confidential basis, Acquisition and their counsel shall provide the Offeror with a reasonable be given an opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting Schedule 14D-9 prior to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when its being filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsSEC.

Company Action. (a) The Company represents shall, on the Offer Amendment Date, file with the SEC an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and warrants supplements thereto, including amendments pursuant to this Section 1.2, the “Schedule 14D-9”), it being understood that in the event the Company shall not file the Schedule 14D-9 on the Offer Amendment Date, the Offeror shall be entitled to extend the Expiration Date by a number of business days equal to the Offeror number of business days from the Offer Amendment Date to the date of filing of the Schedule 14D-9. A copy of the Company recommendation portion that the BoardCompany will include in the Schedule 14D-9, after consultation excluding any financial analysis or business information of the Company or other analysis underlying such recommendation portions, is attached hereto as Exhibit B. The Company agrees to (i) promptly provide the Offeror and its counsel with a copy of any written comments (or a description of any oral comments) received by the Company or their counsel from the SEC or its legal staff with respect to the Schedule 14D-9, (ii) consult with the Offeror regarding any such comments prior to responding thereto and financial advisors(iii) provide the Offeror with copies of any written comments or responses thereto. The Offeror Parties acknowledge and agree that (i) all stock options issued pursuant to any Company benefit or incentive plan (being 22,900 options) (A) are fully vested and exercisable on the date hereof, has unanimously determined that and (B) may be exercised in accordance with their terms on or following the date hereof, and (ii) all shares of Common Stock purchased by the holder of any such stock option pursuant to the exercise thereof shall be considered Shares for all purposes of this Agreement. In accordance with clause (i) of the first sentence of Section 13 of the Company’s Amended and Restated 2007 Long Term Incentive Plan (the “2007 LTIP”), shares of restricted stock issued pursuant to the 2007 LTIP which remain unvested as of immediately prior to the Offer is fair Closing (“Restricted Shares”) shall be treated as described in Appendix I to this Agreement. The Nominating and Corporate Governance Committee of the Shareholders Board of Directors of the Company may take such action following the date hereof as may be necessary to waive the stock retention guidelines currently in effect as to all officers, directors and is in the best interests employees of the Company and the Shareholders. Subject to Section 3.2its affiliates, the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular extent necessary to allow such persons to tender and an amendment to its Schedule 14D-9 recommending that Shareholders accept receive payment for the Shares held by them (other than Restricted Shares) in the Offer (or the “Directors’ Circular Notice Subsequent Offering Period, or to have such Shares cancelled and converted into the right to receive the merger consideration in the Short Form Merger, as applicable. The foregoing two sentences of Change”this Section 1.2(a) concurrent with and the issue and mailing provisions of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006. (b) The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change Appendix I are intended to be mailed to Shareholders prior to for the mailing thereof, on a confidential basisbenefit of, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other thingsbe directly enforceable by, the determinations and recommendations holders of the Board as set forth in Restricted Shares, who are each express third party beneficiaries of this Section 2.3(a1.2(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.Appendix I.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants to that (X) the Offeror that the Board, after consultation with its legal and financial advisors, Special Committee has unanimously determined adopted resolutions determining that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders to, and is in the best interests of, the stockholders of the Company other than Parent and recommending without qualification that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Shareholders. Subject to Section 3.2, Merger and (Y) the disinterested directors of the Company will use its reasonable commercial efforts Board and the Company Board have each (i) unanimously adopted resolutions that approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and the transactions contemplated thereby, in all respects and (ii) taken all other action necessary to issue a notice of change render any state takeover statutes inapplicable to the Director’s Circular Offer and an amendment the Merger and the Tender Agreement and (Z) as required by Section 7.04 (e) of the Stock Purchase Agreement, a majority of the directors on the Company Board who are not affiliated with the Parent have approved the acquisition of additional Shares by the Parent or its affiliates pursuant to its Schedule 14D-9 recommending that Shareholders accept the terms of the Offer (and the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Merger. (b) The Company shall co-operate with has been advised by each of its executive officers and each of its directors, that each such person intends to tender pursuant to the Offeror, use reasonable commercial efforts Offer all outstanding Shares owned or controlled by such person. The Company represents that the Special Committee has received the oral opinion of Broadview Associates LLC that the consideration to support be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and the Company will provide the Offeror with a draft copy of the Directors’ Circular Notice written form of Change such opinion to be mailed to Shareholders the Parent prior to the mailing thereof, on a confidential basis, and shall provide filing of the Offeror with a reasonable opportunity amendments to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above Schedule 14D-1 and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934Schedule 14D-9 contemplated hereby. (c) The Directors’ Circular Notice of ChangeSpecial Committee shall use its best efforts to file with the SEC, when on the date the Offer Documents are filed with the Regulatory Authorities and mailed SEC, an amendment to the Shareholders, shall contain all information Schedule 14D-9 which is required contains the recommendations described in Sections 2.02(a)(X) (other than any recommendation with respect to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Lawsthe Merger), and shall mail the Schedule 14D-9 to the stockholders of the Company. The Schedule 14D-9 shall comply in all material respects comply with the requirements of the Exchange Act and the rules and regulations promulgated thereunder on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by the Parent or the Purchaser specifically for inclusion or incorporation by reference in the Schedule 14D-9, and may contain a disclaimer to such effect. Each of the Company, the Parent and the Purchaser agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide the Parent and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its Staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Parent and its counsel shall be given all practicable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisors, held has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company Company's stockholders, (ii) approved and adopted this Agreement and the Shareholderstransactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the General Corporation Law of the State of Delaware (the "DELAWARE LAW") and (iii) resolved (subject to Section 6.04(b)) to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Credit Suisse First Boston Corporation and CIBC World Markets Corp. (the "COMPANY FINANCIAL ADVISORS") have delivered to the Company's Board of Directors their respective opinions that the consideration to be paid in the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company also represents that it has been authorized by the Company Financial Advisors to permit the inclusion of such opinions in their entirety in the Schedule 14D-9 and the Proxy Statement, so long as such inclusion is in form and substance reasonably satisfactory to the Company Financial Advisors and their counsel. The Company has been advised by each of its directors and by each executive officer who as of the date hereof is actually aware (to the knowledge of the Company) of the transactions contemplated by this Agreement that each such person intends to tender pursuant to the Offer all Shares owned by such person. The Company will promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Parent such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or its agents may reasonably request in connection with the Offer. Subject to Section 3.2the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Subsidiary and each of their affiliates, associates, employees, agents and advisors shall hold in confidence the information contained in any such lists, labels, listings or files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated and if the Company will so requests, shall deliver, and shall use its their reasonable commercial efforts to issue a notice of change cause their affiliates, associates, employees, agents and advisors to deliver, to the Director’s Circular Company all copies and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and any extracts or summaries from such information then in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006their possession or control. (b) As soon as practicable after the time that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "SCHEDULE 14D-9") that shall reflect the recommendations of the Company's Board of Directors referred to above. The Company and Parent each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall co-operate have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of Shares, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Parent and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 prior to its filing with the SEC or dissemination to holders of Shares. The Company shall mail the Directors’ Circular Notice provide Parent and its counsel with copies of Change within the time frame indicated above and the Offeror and any written comments that the Company shall cooperate in attempting to jointly mail or its counsel may receive from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after receipt of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such comments. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and the Merger and represents, warrants and covenants to the LUKOIL Entities that (i) the Board, after consultation with its legal Company Board (at a meeting duly called and financial advisors, held) has unanimously by the unanimous vote of all directors present and voting (A) determined that each of this Agreement, the Offer is and the Merger are fair to the Shareholders and is in the best interests of the Company Company's stockholders, (B) approved this Agreement and the Shareholders. Subject transactions contemplated hereby, including the Offer and the Merger, and such approval is sufficient to render the restrictions on "business combinations" (as defined in Section 3.23-601 of the MGCL) set forth in Section 3-602 of the MGCL inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (C) declared the advisability of this Agreement and resolved to recommend acceptance of the Offer and approval of the Merger by the holders of Company Common Stock and resolved to present the Merger to the stockholders of the Company if so required under the MGCL in order to complete the Merger, and (D) resolved to elect not to be subject to any "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby, (ii) the Company Board or any committee of the Company Board that administers any of the Company Equity Plans has resolved that the provisions of each Company Equity Plan that cause all Company Options thereunder to be cancelled and converted at the Effective Time shall be given full force and effect and shall not be waived, and the Company Board has further authorized and directed each of the executive officers of the Company to take all actions reasonably necessary or appropriate to ensure that, on and after the Effective Time, there will be no Company Options outstanding that may be exercised for shares of capital stock of the Surviving Corporation, which actions, if requested by LUKOIL Americas, shall include the giving of written notice to holders of Company Options that such Company Options will be cancelled and converted at the Effective Time, (iii) the by-laws of the Company contain provisions opting out of the Maryland Control Share Acquisition Act, and (iv) ING Barings LLC ("ING Barings") has delivered to the Company Board its written opinion dated November 2, 2000, to the effect that, based upon and subject to the matters set forth therein and as of the date thereof, the Merger Consideration to be received by the holders of shares of Company will use its reasonable commercial efforts to issue a notice of change Common Stock pursuant to the Director’s Circular Offer and an amendment the Merger is fair to such holders from a financial point of view. The Company has been advised that all of its Schedule 14D-9 recommending that Shareholders accept directors and executive officers who own shares of Company Common Stock intend to tender their shares of Company Common Stock pursuant to the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) The Promptly upon execution of this Agreement and in connection with the Offer, the Company shall co-operate furnish Merger Sub with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with such information (including a draft copy list of the Directors’ Circular Notice stockholders of Change to be mailed to Shareholders prior to the Company, mailing thereoflabels and a list of securities positions, on each as of a confidential basisrecent date), and shall provide thereafter render such additional assistance as Merger Sub may reasonably request in communicating the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares Offer to the Offer. The Directors’ Circular Notice Company's stockholders (including updated lists of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company stockholders, mailing labels and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act lists of 1934security positions). (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company approves of and consents to the Tender Offer and represents and warrants to the Offeror that the Board, after consultation with its legal Special Committee and financial advisors, the Board each has unanimously adopted (with two directors not voting) resolutions in which it has (i) determined that this Agreement and the Offer is transactions contemplated by it are advisable and fair to the Shareholders and is in the best interests of the Company and its stockholders (other than Parent and its affiliates), (ii) approved this Agreement and the Shareholders. Subject transactions contemplated by it, including the Tender Offer and the Merger (described in Article 2), and declared that both the Tender Offer and the Merger are advisable, (iii) directed that if approval of the Merger by the Company's stockholders is required by applicable law or by the rules of a stock exchange or securities quotation system on which the Common Stock is listed or quoted in order to Section 3.2carry out the Merger, the Company will use Merger be submitted for consideration at an annual or special meeting of the stockholders and (iv) determined to recommend that the Company’s stockholders (other than Parent and its reasonable commercial efforts to issue a notice of change subsidiaries) tender their shares in response to the DirectorTender Offer, and, if approval of the Merger by the Company's stockholders is required by applicable law or by the rules of a stock exchange or securities quotation system on which the Common Stock is listed or quoted in order to carry out the Merger, to recommend that the Company’s Circular stockholders vote any shares of Common Stock they still own in favor of approving the Merger. However, notwithstanding anything contained in this paragraph (a) or elsewhere in this Agreement, if the Special Committee or the Board, after consultation with counsel to the Special Committee about the duties of the members of the Special Committee and an amendment of all the directors, determines in good faith to its Schedule 14D-9 recommending that Shareholders accept withdraw or modify the Offer (recommendation, because the “Directors’ Circular Notice of Change”) concurrent failure to do so could reasonably be expected to be inconsistent with the issue and mailing duties of the Second Notice members of Variation by the OfferorSpecial Committee or of the members of the entire Board of Directors under applicable law, and in any event, the Company shall issue such Directors’ Circular Notice that withdrawal or modification will not constitute a breach of Change no later than 12:00 midnight (Calgary time) on July 17, 2006this Agreement. (b) The Company shall co-operate will file with the OfferorSEC, use reasonable commercial efforts to support promptly after Acquisition files the Offer TO, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements, the “Schedule 14D-9”) containing the recommendations described in subparagraph (a) and provide will disseminate the Offeror with a draft copy of Schedule 14D-9 as required by Rule 14d-9 under the Directors’ Circular Notice of Change to be mailed to Shareholders prior Exchange Act. Parent and Acquisition shall promptly furnish to the mailing thereof, on a confidential basis, Company in writing any information concerning Parent and shall provide Acquisition that may be required by applicable Laws for inclusion in the Offeror with a reasonable opportunity to review and provide any comments thereonSchedule 14D-9. The Company shall mail and Acquisition each will correct promptly any information provided by it for use in the Directors’ Circular Notice of Change within Schedule 14D-9 if and to the time frame indicated above and the Offeror extent that information is or becomes incomplete or inaccurate in any material respect and the Company shall cooperate in attempting to jointly mail will file any corrected Schedule 14D-9 with the Second Notice of Variation SEC and disseminate the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares corrected Schedule 14D-9 to the Offer. The Directors’ Circular Notice of Change shall also comply with Company’s stockholders to the applicable rules governing the recommendation or solicitation extent required by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934or the rules under it. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Tender Offer, the Company will promptly furnish Acquisition with mailing labels, security position listings and mailed any other available listing or computer files containing the names and addresses of the record holders or, to the Shareholdersextent known to the Company, shall contain all beneficial owners of shares of Common Stock as of a recent date and the Company will furnish Acquisition with such additional information which is required and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Acquisition or its representatives may reasonably request in order to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws communicate the Tender Offer to the record holders and all Applicable Securities Laws, and shall in all material respects comply with beneficial owners of the Common Stock. Subject to the requirements of applicable law, Acquisition will hold in confidence the information contained in any such labels, listings or files, and will use that information only in connection with the Tender Offer and the Merger. If this Agreement is terminated before Acquisition accepts tendered shares, Acquisition will return to the Company the originals and all applicable lawscopies of that information which are in Acquisition’s possession.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board, at a meeting duly called and held prior to the Offeror date hereof, has, subject to the terms and conditions set forth in this Agreement, unanimously adopted resolutions (i) determining that the Boardterms of the Offer, after consultation with its legal the Merger and financial advisors, has unanimously determined that the Offer is other transactions contemplated by this Agreement are fair to the Shareholders and is in the best interests of the Company and its stockholders, and declaring the ShareholdersAgreement advisable; (ii) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Offer, the Merger, and the Tender Agreements (collectively, the “Contemplated Transactions”); (iii) recommending that the stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if applicable, adopt this Agreement (the actions in clause (iii), the “Recommendation”); (iv) resolving to make the Recommendation to the stockholders of the Company and directing, that, to the extent required by the DGCL, this Agreement be submitted for adoption by the stockholders of the Company at the Stockholders’ Meeting, and (v) electing that the Offer and the Merger, to the extent of the Company Board’s power and authority and to the extent permitted by applicable Legal Requirements, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws (collectively, “Anti-Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement (such actions by the Board of Directors described in the preceding clauses (i) through (v), collectively, the “Board Actions”). Subject to Section 3.26.1, the Company will use its reasonable commercial efforts to issue a notice of change hereby consents to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept inclusion of the Recommendation in the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Documents. (b) The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company (the "Company Board"), at a meeting duly called and held on June 14, 1999, at which all of the Directors were present, duly and unanimously: (i) approved and adopted this Agreement and the Company Stock Option and the transactions contemplated hereby and thereby, including the Offer, the Merger, the Employment Agreements and Parent's acquisition of Shares pursuant to the Offeror Stockholders Agreement; (ii) recommended that the Boardstockholders of the Company accept the Offer, after consultation with its legal tender their Shares pursuant to the Offer and financial advisorsapprove this Agreement and the transactions contemplated hereby, has unanimously including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company stockholders of the Company; and (iv) took all action necessary to render the Shareholders. Subject limitations on business combinations contained in Section 203 of Delaware Law inapplicable to Section 3.2this Agreement, the Company will use its reasonable commercial efforts to issue a notice of change Stock Option, the Stockholders Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that (x) Alliant Partners (the "Financial Advisor") has rendered to the Director’s Circular Company Board a written opinion, dated as of June 14, 1999, to the effect that, subject to the assumptions and an amendment limitations set forth therein, $13.00 in cash per Share to its Schedule 14D-9 recommending that Shareholders accept be received by the stockholders of the Company pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view and (the “Directors’ Circular Notice y) a true and correct copy of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006opinion has been delivered to Parent. (b) The Company shall co-operate hereby agrees to file with the OfferorSEC, use reasonable commercial efforts as promptly as practicable after the filing by Parent and Purchaser of the Schedule 14D-1 with respect to support the Offer, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") that (i) will comply in all material respects with the provisions of all applicable Federal securities laws and (ii) will include the opinion of the Financial Advisor referred to in Section 1.2(a) hereof. The Company agrees to mail such Schedule 14D-9 to the stockholders of the Company along with the Offer and provide Documents promptly after the Offeror with a draft copy commencement of the Directors’ Circular Notice Offer. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of Change the Company Board described in Section 1.2(a) hereof. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be mailed to Shareholders prior filed with the SEC and disseminated to the mailing thereof, on a confidential basis, Company's stockholders to the extent required by applicable Federal securities laws. Parent and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 before it is filed with the SEC. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above provide Parent and the Offeror and Purchaser in writing with any comments the Company shall cooperate in attempting to jointly mail or its counsel may receive from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after receipt of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such comments. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company shall promptly upon execution of this Agreement furnish Parent with mailing labels containing the names and mailed to the Shareholdersaddresses of all record holders of Shares, shall contain all information which is required to be included therein non-objecting beneficial owners list and security position listings of Shares held in accordance with all applicable lawsstock depositories, including all Applicable Corporate Laws and all Applicable Securities Lawseach as of a recent date, and shall in all material respects comply promptly furnish Parent with such additional information, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Parent or its agents may reasonably request for the requirements purpose of all applicable lawscommunicating the Offer to the record and beneficial holders of Shares.

Company Action. Concurrently with the filing of the Schedule TO, the Company shall file with the SEC and mail to the holders of shares of Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "Schedule 14D-9"). The Schedule 14D-9 will set forth, and the Company hereby represents to Parent and Purchaser, that (a) The Company represents the Special Committee, at a meeting thereof duly called and warrants to the Offeror that the Board, after consultation with its legal and financial advisorsheld, has unanimously (i) determined that this Agreement, the Tender Offer is fair to and the Shareholders Merger would be advisable and is are in the best interests of the Company and the Shareholders. Subject to Section 3.2its stockholders (other than Parent and its Affiliates); (ii) determined that this Agreement, the Company will use its reasonable commercial efforts Tender Offer and the Merger should be approved and declared advisable by the Board; and (iii) resolved to issue a notice of change to recommend that the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders Company's stockholders accept the Offer (the “Directors’ Circular Notice Tender Offer, tender their shares of Change”) concurrent with the issue Common Stock pursuant thereto and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006. adopt this Agreement if submitted for their approval; (b) the Board, at a meeting duly called and held, has (i) determined that this Agreement, the Tender Offer and the Merger would be advisable and are in the best interests of the Company's stockholders (other than Parent and its Affiliates); (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including, without limitation the Tender Offer and the Merger; and (iii) resolved to recommend that the Company's stockholders accept the Tender Offer, tender their shares of Common Stock pursuant thereto and adopt this Agreement if submitted for their approval; and (c) ▇▇▇▇▇▇ ▇. ▇▇▇▇ & Company ("▇▇▇▇▇▇ ▇. ▇▇▇▇"), the financial advisor to the Special Committee, has delivered to the Special Committee and the Board its written opinion that the consideration to be received by the stockholders of the Company (other than Parent and its Affiliates) pursuant to each of the Tender Offer and the Merger is fair to such stockholders from a financial point of view. If the Special Committee or the Board determines to withdraw, modify or amend its recommendations described above as a result of the existence of a Superior Proposal in conformity with Section 6.02 of this Agreement, such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall have the effects specified herein. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser in writing expressly for inclusion in the Schedule 14D-9. The Company shall co-operate further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the OfferorSEC and to be disseminated to holders of shares of Common Stock, use reasonable commercial efforts in each case as and to support the Offer and provide the Offeror with a draft copy extent required by applicable federal securities laws. Each of the Directors’ Circular Notice of Change Company, on the one hand, and Parent and Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be mailed filed with the SEC and to Shareholders prior be disseminated to holders of the shares of Common Stock, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Parent and its counsel shall provide be given the Offeror with a reasonable opportunity to review and comment on the Schedule 14D-9 before any filing with the SEC. In addition, the Company agrees to provide Parent, Purchaser and their counsel with any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and or other communications that the Company shall cooperate in attempting or its counsel may receive from time to jointly mail time from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after the receipt of Change shall also comply with the applicable rules governing the recommendation such comments or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934other communications. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisors, held has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company Company's shareholders, (ii) unanimously approved and adopted this Agreement and the Shareholders. Subject transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of Arkansas Law, and (iii) subject to Section 3.2703(b), unanimously resolved to (x) recommend acceptance of the Offer to those shareholders of the Company will use its reasonable commercial efforts who desire to issue a notice receive cash for their Shares and (y) following the acceptance for payment of change the Shares pursuant to the Director’s Circular Offer, recommend the approval and an amendment adoption of this Agreement and the Merger by its shareholders. The Company further represents that Credit Suisse First Boston (formerly ▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇ Securities Corporation) ("CSFB") has delivered to the Company's Board of Directors its Schedule 14D-9 recommending written opinion that Shareholders accept the Consideration to be received by the holders of Shares is fair to the holders of Shares from a financial point of view. The Company has been advised that all of its directors who own Shares intend either to tender their Shares pursuant to the Offer or to vote in favor of the Merger. The Company will promptly furnish Parent with a list of its record shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Parent such additional information (the “Directors’ Circular Notice including updated lists of Change”record shareholders, mailing labels and lists of securities positions) concurrent and such other assistance as Parent may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) As soon as practicable on the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") that, subject to Section 703(b), shall reflect the recommendations of the Company's Board of Directors referred to above. The Company, Parent and Merger Subsidiary each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and to supplement the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall co-operate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of Shares, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Parent and its counsel shall provide the Offeror with a reasonable be given an opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares Schedule 14D-9 prior to the Offer. The Directors’ Circular Notice of Change shall also comply filing thereof with the applicable rules governing SEC or the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed dissemination thereof to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsCompany's shareholders.

Company Action. (a) The Company represents and warrants consents to the Offeror that Offer and represents that: (i) the BoardSpecial Committee and the Company Board of Directors at meetings duly called and held on March 10, after consultation with its legal 2000, have each, by unanimous vote of all directors present and financial advisors, has unanimously voting; (A) determined that the Offer is and the Merger are advisable, fair to the Shareholders and is in the best interests of the stockholders of the Company (other than Parent and the Shareholders. Subject Purchaser); (B) approved this Agreement and the transactions contemplated by this Agreement; and (C) resolved to Section 3.2, recommend that the stockholders of the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (and tender their Shares pursuant to the “Offer; provided that such recommendation may be withdrawn, modified or amended to the extent the Board of Directors’ Circular Notice of Change”) concurrent with the issue and mailing , upon recommendation of the Second Notice Special Committee, determines in good faith after consultation with independent legal counsel that its failure to take such action would violate the fiduciary duties of Variation the Board of Directors under applicable law; and (ii) Credit Suisse First Boston ("Advisor") has delivered to the Special Committee a written opinion that, based on, and subject to, the various assumptions and qualifications set forth in that opinion, as of the date of this Agreement, the consideration to be received by the Offerorholders of Shares (other than Parent and the Purchaser) pursuant to the Offer and the Merger is fair to such holders from a financial point of view. A copy of the opinion has been provided to Parent, and in any event, the Company has been authorized by Advisor to include the opinion in its entirety, in the Offer Documents; provided, however that any description of the content of the opinion shall issue be approved by the Advisor, which approval will not be unreasonably withheld. The Company consents to the inclusion in the Offer Documents of the recommendations of the Special Committee and the Company Board of Directors described above, provided the exact text of any such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006statement be first approved by counsel to the committee. (b) On the same day as Parent first files the Schedule TO with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments, supplements, and exhibits, the "Schedule 14D-9") containing the recommendations of the Special Committee and the Company Board of Directors described in Section 1.02(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws or regulations. The Company, Parent and the Purchaser agree to promptly correct any information provided by any of them for use in the Schedule 14D-9 which has become materially incorrect or misleading. The Company shall co-operate further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the OfferorSEC and disseminated to holders of Shares, use reasonable commercial efforts to support the Offer in each case as and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Parent and its counsel shall provide be given the Offeror with a reasonable opportunity to review and provide comment on the Schedule 14D-9 and any comments thereonamendments to such Schedule before it is filed with the SEC. The Company shall mail the Directors’ Circular Notice provide Parent and its counsel with a copy of Change within the time frame indicated above and the Offeror and any written comments or telephonic notification of any oral comments the Company shall cooperate in attempting to jointly mail may receive from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934Schedule 14D-9 promptly after it is received. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities and mailed to transactions contemplated by this Agreement, the ShareholdersCompany shall promptly furnish Parent with any information, shall contain all information which is required to be included therein in accordance with all applicable lawsincluding, including all Applicable Corporate Laws and all Applicable Securities Lawswithout limitation, mailing labels, updated shareholder listings, security position listings, and shall such other information and assistance as Parent, the Purchaser or their agents may reasonably request in all material respects comply connection with the requirements of all applicable lawsOffer and the Merger.

Company Action. (a) (i) The Company represents and warrants hereby consents to the Offeror Offer and represents that at a meeting duly called and held prior to the Boardexecution of this Agreement at which all directors of the Company were present, after consultation with its legal the Company Board duly and financial advisorsunanimously adopted resolutions (A) declaring that this Agreement and the transactions contemplated hereby, has unanimously determined that including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company Company’s stockholders, (B) approving and declaring advisable this Agreement and the Shareholders. Subject transactions contemplated hereby, including the Offer and the Merger, (C) approving and adopting an amendment to the Company Rights Agreement to render the Company Rights inapplicable to this Agreement, the Tender and Support Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, and (D) recommending that the Company’s stockholders accept the Offer, tender their Company Shares to Merger Subsidiary pursuant to the Offer and grant the Stockholder Approval (such recommendation, the “Board Recommendation”). (ii) The Company hereby consents to the inclusion of the foregoing determinations and approvals in the Offer Documents and, to the extent that no Adverse Recommendation Change shall have occurred in accordance with Section 3.27.03(b), the Company will use its reasonable commercial efforts to issue a notice of change hereby consents to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept inclusion of the Board Recommendation in the Offer Documents. The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Shares and lists of securities positions of Company Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (the “Directors’ Circular Notice including updated lists of Change”stockholders, mailing labels and lists of securities positions) concurrent and such other assistance as Parent may reasonably request in connection with the issue Offer. Parent and mailing Merger Subsidiary shall treat the information contained in such labels, listing or files and any additional information referred to in the preceding sentence in accordance with the terms and conditions of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Confidentiality Agreement. (b) As soon as practicable on the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of Company Shares, in each case, as and to the extent required by applicable U.S. federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 7.03(b), shall reflect the Board Recommendation. Each of Parent and Merger Subsidiary shall promptly furnish to the Company in writing all information concerning Parent and Merger Subsidiary that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Schedule 14D 9. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company shall co-operate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of Company Shares, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable U.S. federal securities laws. Parent and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments thereonmade by Parent, Merger Subsidiary and their counsel. The Company shall mail promptly provide Parent, Merger Subsidiary and their counsel with (i) any comments or other communications, whether written or oral, that Parent, Merger Subsidiary or their counsel may receive from time to time from the Directors’ Circular Notice SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of Change within those comments or other communications, and (ii) a reasonable opportunity to participate in the time frame indicated above Company’s response to those comments and the Offeror to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company shall cooperate or its counsel in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply any discussions or meetings with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934SEC. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and the Notes Tender Offers and represents that the Company Board, after consultation with its legal and financial advisorsfollowing the unanimous recommendation of the Independent Special Committee of the Company Board established to review the Offer, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to and in the best interest of the Company's stockholders, (ii) approved and adopted this Agreement, including the Offer, the Merger, the Stock Option Agreement and the Stockholders Agreement and the transactions contemplated hereby and thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement, the Stock Option Agreement and the Stockholders Agreement and the other transactions contemplated hereby and thereby are not and shall not be subject to any restriction of Section 203 of the DGCL, and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Subsidiary thereunder and approve and adopt this Agreement and the Merger (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "Recommendations"). The Company further represents that Deutsche Banc Alex. Brown and Rothschild Inc. have rendered to the Company Board their opi▇▇▇▇▇ that ▇▇▇ ▇▇▇▇▇deration to be received by the Company's stockholders pursuant to this Agreement is fair to the Shareholders such stockholders from a financial point of view. The Company has been advised that all of its directors and is in the best interests of the Company and the Shareholders. Subject executive officers presently intend to Section 3.2, the Company will use its reasonable commercial efforts to issue a notice of change tender their Shares pursuant to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) The As soon as practicable on the day that the Offer is commenced, the Company will file with the SEC and disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") which shall contain, except as provided in Section 6.4, the Recommendations. At the time the Offer Documents are first mailed to the stockholders of the Company, the Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change mail or cause to be mailed to Shareholders prior the stockholders of the Company such Schedule 14D-9 together with such Offer Documents. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to holders of the Shares, as and to the mailing thereofextent required by applicable Federal securities laws. Each of the Company, on a confidential basisthe one hand, and Parent and Merger Subsidiary, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall provide have become false or misleading in any material respect and the Offeror Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with a reasonable the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given the opportunity to review and provide any comments thereonthe Schedule 14D-9 before it is filed with the SEC. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and In addition, the Company shall cooperate in attempting agrees to jointly mail provide Parent, Merger Subsidiary and their counsel with any comments, whether written or oral, that the Second Notice of Variation and Company or its counsel may receive from time to time from the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after the receipt of Change shall also comply with the applicable rules governing the recommendation such comments or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934other communications. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company shall promptly furnish Merger Subsidiary with mailing labels containing the names and mailed addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish Merger Subsidiary with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Merger Subsidiary or their agents may reasonably require in communicating the Offer to the Shareholders, shall contain all information which is required record and beneficial holders of Shares. Subject to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Merger Subsidiary shall hold in confidence the information contained in such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated, will upon the request of the Company deliver or cause to be delivered to the Company all applicable lawscopies of such information, labels, listings and files then in their possession or in the possession of their agents or representatives.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that its Board of Directors, at a meeting duly called and held and acting on the Board, after consultation with its legal and financial advisorsunanimous recommendation of a special committee of the Board of Directors of the Company comprised entirely of non-management independent directors (the "SPECIAL COMMITTEE"), has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 2.01), are fair to and in the best interest of the Company's stockholders, (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, which approval satisfies in full the requirements of the General Corporation Law of the State of Delaware (the "DELAWARE LAW") (including Section 203 thereof) and the Certificate of Incorporation of the Company with respect to the requisite approval of a board of directors, and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders; PROVIDED however, that such recommendation may be withdrawn, modified or amended to the extent the Board of Directors of the Company shall have concluded in good faith on the basis of written advice from outside counsel that such action by the Board of Directors is required in order to comply with the fiduciary duties of the Board of Directors to the stockholders of the Company under applicable law. The Company further represents that Warburg Dillon Read has delivered to the Company's Board of Directors its opinion that the consideration to be paid in the Offer and the Merger is fair to the Shareholders holders of Shares from a financial point of view. The Company has been advised that all of its directors and is executive officers who own Shares intend either to tender their Shares pursuant to the Offer or to vote in the best interests favor of the Company and the ShareholdersMerger, unless its recommendation shall have been withdrawn or materially modified as permitted by Section 6.04(a). Subject to Section 3.2, the The Company will use promptly furnish Buyer with a list of its reasonable commercial efforts stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to issue a notice Buyer such additional information (including, without limitation, updated lists of change stockholders, mailing labels and lists of securities positions) and such other assistance as Buyer may reasonably request in order to be able to communicate the Offer to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing holders of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Shares. (b) As soon as practicable on the day that the Offer is commenced the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "SCHEDULE 14D-9") which shall reflect the recommendations of the Company's Board of Directors referred to above. The Company and Buyer each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall co-operate have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of Shares, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Buyer and its counsel shall provide the Offeror with a reasonable be given an opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting Schedule 14D-9 prior to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when its being filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsSEC.

Company Action. (a) The Company represents hereby approves of and warrants ------------ -------------- consents to the Offeror Offer and represents that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld, has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer is fair to and the Shareholders and is Merger, are in the best interests of the Company Company's shareholders, (ii) unanimously approved and adopted this Agreement and the Shareholders. Subject transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Virginia Stock Corporation Act (the "VSCA") and (iii) subject to Section 3.27.07, unanimously ---- resolved to recommend acceptance of the Offer and approval of this Agreement by the Company's shareholders. The Company further represents that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇") has delivered to the Company's Board of -------------- Directors its written opinion as of the date hereof that the consideration to be received by the holders of shares of Company Common Stock pursuant to the terms of the Offer and the Merger is fair from a financial point of view to such holders. The Company will use promptly furnish Parent with a list of its reasonable commercial efforts shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to issue a notice Parent such additional information (including updated lists of change to the Director’s Circular shareholders, mailing labels and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice lists of Change”securities positions) concurrent and such other assistance as Parent may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) The Company shall co-operate hereby agrees to file with the Offeror, use reasonable commercial efforts to support SEC contemporaneously with the commencement of the Offer and provide disseminate to holders of shares of Company Common Stock, in each case as and to the Offeror extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with a draft copy any amendments or supplements thereto, the "Schedule 14D- ------------ 9") that, subject to Section 7.07, shall reflect the recommendations of the Directors’ Circular Notice - Company's Board of Change Directors referred to be mailed to Shareholders in Section 2.02(a) above; provided, -------- however, that prior to the mailing thereofAcceptance Date, on a confidential basisthe Board of Directors of the ------- Company may amend, modify, withdraw, condition or qualify such recommendations or may take any action or make any statement inconsistent with such recommendations, to the extent that the majority of the Company's Board of Directors concludes in its good faith judgment, after receiving the advice of outside legal counsel, that it is necessary to take such action in order to comply with its fiduciary duties to shareholders under applicable law. The Company agrees to provide Parent and its counsel with any comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel with an opportunity to participate in the Offeror response of the Company to such comments. The Company and Parent each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with a reasonable the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given an opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting Schedule 14D-9 prior to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when its being filed with the Regulatory Authorities and mailed SEC or disseminated to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements holders of all applicable lawsshares of Company Common Stock.

Company Action. (a) The board of directors of the Company represents (at a meeting duly called and warrants to held in accordance with the Offeror that the Board, after consultation with its legal and financial advisors, Company Constituent Documents) has (i) unanimously determined that the Offer is fair to Merger, this Agreement and the Shareholders Transaction Documents are advisable and is in the best interests of the Company and the Shareholders. Subject to Section 3.2LogicTools Stockholders, (ii) unanimously recommended that the Company will use its reasonable commercial efforts to issue LogicTools Stockholders approve this Agreement and the Transaction Documents and (iii) directed that this Agreement be submitted for a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation vote by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Written Consent. (b) The Voting Stockholders party to this Agreement hold all of the issued and outstanding Voting Shares, which constitutes all of the issued and outstanding voting capital stock of the Company shall co-operate and all of the shares of Capital Stock of the Company entitled or required to vote on, approve or adopt this Agreement and approve the Merger and the other transactions contemplated hereby for all purposes of and under the Company Constituent Documents, the ILCS, applicable Legal Requirements or otherwise. The affirmative vote of the Voting Shares outstanding on the date hereof which are held by the Voting Stockholders party to this Agreement is the only vote of the shareholders of the Company needed to approve or adopt this Agreement and approve the Merger and the other transactions contemplated hereby for all purposes of and under the Company Constituent Documents, the ILCS, applicable Legal Requirements or otherwise. Concurrent with the Offerorexecution and delivery of this Agreement, use reasonable commercial efforts the Voting Stockholders have executed and delivered the Stockholder Written Consent, pursuant to support which each such Voting Stockholder has irrevocably approved and adopted this Agreement and approved the Offer Merger and provide the Offeror with a draft copy other transactions contemplated hereby for all purposes of and under the Company Constituent Documents, the ILCS, applicable Legal Requirements and otherwise. The Voting Stockholders by irrevocably executing the Stockholder Written Consent and this Agreement will irrevocably waive any right to dissent they may have had under the ILCS, the Shareholders’ Agreement, applicable Legal Requirements, the Company Constituent Documents or otherwise. As of the Directors’ Circular Notice date hereof, no holder of Change Company Capital Stock has given notice that such holder wishes to be mailed to Shareholders prior to the mailing thereofexercise its, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation his or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein her dissenter’s rights in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with Sections 805 ILCS 5/11.65 through 805 ILCS 5/11.70 of the requirements of all applicable lawsILCS or the Shareholders’ Agreement.

Company Action. (a) The Company hereby approves of and agrees to undertake the Debt Offer and represents and warrants that the Board of Directors of the Company (the "COMPANY BOARD"), at a meeting duly called and held, has, subject to the Offeror that the Boardterms and conditions set forth herein, after consultation with its legal and financial advisors, has unanimously (i) determined that this Agreement, which provides, among other things, for the Offer Debt Offer, the Circon Sale (as defined in Section 5.6(d)) and the Merger, is advisable, fair to the Shareholders to, and is in the best interests of, the shareholders of the Company, (ii) resolved to recommend approval and adoption of the plan of merger (within the meaning of Article 5.03 of the TBCA) contained in this Agreement by such shareholders of the Company, (iii) approved the Merger and all of the other Transactions, for purposes of Article 13.03 of the TBCA and taken all necessary steps to render Article 13.03 of the TBCA inapplicable to the Transactions contemplated hereby, (iv) resolved to elect, to the extent permitted by law, not to be subject to any state takeover law other than Article 13.03 of the TBCA that may purport to be applicable to the Transactions contemplated hereby, (v) has taken all action under the Rights Agreement to make the representations and warranties contained in Section 3.13 true and correct in all respects, and (vi) resolved to recommend, and recommended, that the shareholders of the Company approve and adopt this Agreement and the ShareholdersMerger. Subject The determinations, resolutions and recommendations referred to in the immediately preceding sentence are collectively referred to herein as the "COMPANY BOARD RECOMMENDATION". The Company shall include a statement of such recommendation and approval in the Proxy Statement (as defined in Section 3.23.5). The Company further represents that Lazard Freres & Co. LLC (the "FINANCIAL ADVISOR") has delivered to the Board its written opinion that, as of the date of such opinion, the Per Share Amount to be received in the Merger by the holders of Shares (other than Purchaser and the Specified Shareholders) is fair from a financial point of view to such holders. The Company will use its reasonable commercial efforts to issue a notice of change to agrees to, and has been authorized by the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept Financial Advisor to, permit the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing inclusion of the Second Notice of Variation by fairness opinion (or a reference thereto) in the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Proxy Statement. (b) The Company shall co-operate with take all action as may be necessary to effect the OfferorDebt Offer as contemplated by this Agreement, use reasonable commercial efforts including, without limitation, promptly mailing the Debt Offer Documents to support the Offer record holders and provide the Offeror with a draft copy beneficial owners of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934Senior Notes. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that its Board of Directors, at a meeting duly called and held, has (i) unani- mously determined that this Agreement and the transactions con- templated hereby, including the Offer and the Merger (defined below in Section 2.1), are fair to and in the best interest of the Company's stockholders, (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, which approval satisfies in full the requirements of Section 203 of the General Corporation Law of the State of Delaware (the "Delaware Law"), and (iii) unani- mously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Lazard Freres & Co. LLC has delivered to the Company's Board of Direc- tors its opinion that the Board, after consultation with its legal and financial advisors, has unanimously determined that consideration to be paid in the Offer and the Merger is fair to the Shareholders holders of Shares from a ▇▇▇▇▇- cial point of view. The Company has been advised that all of its directors and is executive officers presently intend either to tender their Shares pursuant to the Offer or to vote in the best interests favor of the Company and the ShareholdersMerger. Subject to Section 3.2, the The Company will use promptly furnish Parent and Merger Subsidiary with a list of its reasonable commercial efforts stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock deposito- ▇▇▇▇, in each case as of the most recent practicable date, and will provide to issue a notice Parent and Merger Subsidiary such additional information (including, without limitation, updated lists of change to the Director’s Circular stockholders, mailing labels and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice lists of Change”securities positions) concurrent and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) As soon as practicable on the day that the Offer is commenced the Company will file with the SEC and disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") which shall reflect the recommendations of the Company's Board of Directors referred to above, subject to the fiduciary duties of the Board of Direc- tors of the Company as advised in writing by Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, counsel to the Company. The Company, Parent and Merger Subsidiary each agrees promptly to correct any informa- tion provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company shall co-operate agrees to take all steps neces- sary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of Shares, in each case as and to the mailing thereof, on extent required by applicable federal securities laws. Parent and its counsel shall be given a confidential basis, and shall provide the Offeror with a reasonable rea- sonable opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting Schedule 14D-9 prior to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when its being filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsSEC.

Company Action. (a) The Company hereby approves and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held on December 26, 1997, at which a majority of the Directors was present, duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, recommended that stockholders of the Company accept the Offer, tender their Shares pursuant to the Offeror that Offer and approve this Agreement and the Boardtransactions contemplated hereby, after consultation with its legal including the Merger, and financial advisors, has unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the stockholders of the Company. The Company hereby consents to the inclusion in the Offer Documents of such recommendation of the Board of Directors of the Company. The Company represents that its Board of Directors has received the written opinion (the "FAIRNESS OPINION") of ▇.▇. ▇▇▇▇▇▇ Securities Inc. (the "FINANCIAL ADVISOR") that the proposed consideration to be received by the holders of Shares pursuant to the Offer and the ShareholdersMerger is fair to such holders from a financial point of view. Subject The Company has been authorized by the Financial Advisor to Section 3.2permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 (as hereinafter defined) and the Proxy Statement (as hereinafter defined). The Company will use its reasonable commercial efforts to issue a notice shall file with the SEC, as promptly as practicable after the filing by Parent of change the Schedule 14D-1 with respect to the Director’s Circular and an amendment to its Offer, a Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 recommending (together with any amendments or supplements thereto, the "SCHEDULE 14D-9") that Shareholders accept will comply in all material respects with the provisions of all applicable federal securities laws. The Company shall mail such Schedule 14D-9 to the stockholders of the Company as promptly as practicable after the commencement of the Offer. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors of the Company described in SECTION 1.2(A) hereof. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the “Directors’ Circular Notice Schedule 14D-9, shall promptly notify the Company of Change”) concurrent any required corrections of such information and cooperate with the issue Company with respect to correcting such information) and mailing to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the Second Notice of Variation by the Offerorcircumstances under which they were made, not misleading, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006. (b) The Company shall co-operate take all steps necessary to cause the Schedule 14D-9 as so corrected or supplemented to be filed with the Offeror, use reasonable commercial efforts SEC and disseminated to support the Offer and provide the Offeror with a draft copy holders of the Directors’ Circular Notice of Change to be mailed to Shareholders prior Shares to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Purchaser and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 before it is filed with the SEC. The Company shall mail In connection with the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and Offer, the Company shall cooperate promptly upon execution of this Agreement furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and security position listings of Shares held in attempting to jointly mail the Second Notice stock depositories, each as of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Lawsrecent date, and shall in all material respects comply promptly furnish Purchaser with such additional information reasonably available to the requirements Company, including updated lists of all applicable lawsstockholders, mailing labels and security position listings, and such other information and assistance as Purchaser or its agents may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of Shares.

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and represents that at a meeting duly called and held the BoardBoard of Directors of the Company has (i) by unanimous vote of all directors present and voting, after consultation with its legal approved and financial advisors, has unanimously adopted this Agreement and the transactions contemplated hereby and determined that the Offer is and the Merger are in the best interests of the Company and its stockholders and on terms that are fair to such stockholders, (ii) by unanimous vote of all directors present and voting, amended the Shareholders Rights Agreement to make the Rights Agreement inapplicable to the Offer, the Merger, the Company Stock Option (as defined in Section 5.5), this Agreement, the Support Agreements, the Director Option Termination Agreements and any other transaction contemplated hereby and thereby, and determined that such amendment to the Rights Agreement is in the best interests of the Company and its stockholders, and (iii) recommended that the Shareholders. Subject to Section 3.2, the Company will use its reasonable commercial efforts to issue a notice of change to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders Company's stockholders accept the Offer and tender all of their Shares (and associated Rights) in connection therewith and, if required under the “Directors’ Circular Notice DGCL, approve this Agreement and the transactions contemplated hereby (it being understood that, notwithstanding anything in this Agreement to the contrary, if the Company's Board of Change”) concurrent Directors modifies or withdraws its recommendation in accordance with the issue terms of Section 5.3(b), such modification or withdrawal shall not constitute a breach of this Agreement). The Company represents that its Board of Directors has received the written opinion of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & Company LLC (its "Financial Advisor") that the consideration to be received ----------------- by the holders (other than Parent and mailing the Purchaser) of Shares (and associated Rights) pursuant to each of the Second Notice Offer and the Merger is fair to such holders from a financial point of Variation view, and that a complete and correct signed copy of such opinion has been delivered on or prior to the date hereof by the OfferorCompany to Parent. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the immediately preceding sentence (subject to the right of the Board of Directors to modify or withdraw such recommendation in accordance with Section 5.3(b)). The Company represents that it has been authorized by its Financial Advisor to permit, and in any eventsubject to the prior review by its Financial Advisor, the Company shall issue such Directors’ Circular Notice inclusion of Change no later than 12:00 midnight the fairness opinion (Calgary timeand a description thereof) on July 17in the Offer Documents, 2006the Schedule 14D-9 (as defined in Section 1.2(b)) and the Proxy Statement (as defined in Section 4.6). (b) As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described above in Section 1.2(a) (subject to the right of the Board of Directors to modify or withdraw such recommendation in accordance with Section 5.3(b)) and shall mail the Schedule 14D-9 to the stockholders of the Company. The Company agrees that the Schedule 14D-9 shall co-operate comply as to form in all material respects with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with a draft copy requirements of the Directors’ Circular Notice Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of Change a material fact or omit to state any material fact required to be mailed stated therein or necessary in order to Shareholders prior make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or the Purchaser or any of their respective representatives which is included in the Schedule 14D-9. Each of the Company, Parent and the Purchaser agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the mailing thereof, on a confidential basisextent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall provide the Offeror with be given a reasonable opportunity to review the Schedule 14D-9 and provide any comments thereonall amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above agrees to provide Parent and the Offeror and its counsel with any comments the Company shall cooperate in attempting to jointly mail or its counsel may receive from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after the receipt of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such comments. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company shall, or shall cause its transfer agent to, furnish the Purchaser promptly with mailing labels containing the names and mailed addresses of the record holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to the Shareholderssuch date, shall contain together with copies of all information which is required to be included therein in accordance with all applicable lawslists of stockholders, including all Applicable Corporate Laws security position listings and computer files and all Applicable Securities Lawsother information in the Company's possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to the Purchaser such information and assistance (including updated lists of stockholders, security position listings and computer files) as the Purchaser may reasonably request in all material respects comply with communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and the Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the other transactions contemplated hereby and, if this Agreement shall be terminated, will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all applicable lawscopies of such information then in their possession or control.

Company Action. (a) The Company represents Board of Directors of the Company, at a meeting duly called and warrants to the Offeror that the Board, after consultation with its legal and financial advisorsheld, has unanimously (i) determined that the Offer Merger is fair to the Shareholders and is in the best interests of the Company and its stockholders, (ii) approved the Shareholders. Subject to Section 3.2Merger in accordance with the provisions of the DGCL, (iii) approved this Agreement, the Company will use its reasonable commercial efforts to issue a notice Certificate of change Merger and the Option Agreement, (iv) authorized the execution and delivery of this Agreement, the Certificate of Merger and the Option Agreement and (v) directed that this Agreement and the Merger be submitted to the Director’s Circular Company Stockholders for their approval and an amendment resolved to its Schedule 14D-9 recommending recommend that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing Company Stockholders vote in favor of the Second Notice approval of Variation by this Agreement and the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Merger. (b) The Company shall co-operate with has received the Offeroropinion of FBW dated of recent date, use reasonable commercial efforts satisfactory to support the Offer Company and provide its Board of Directors to the Offeror with a draft copy effect that the terms of the Directors’ Circular Notice of Change to be mailed to Shareholders prior Merger are fair to the mailing thereof, on Company Stockholders from a confidential basis, and shall provide financial point of view (the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934"FBW Opinion"). (c) The Directors’ Circular Notice of ChangeOn the date hereof, when filed the Company has entered into an option agreement (the "Option Agreement") with the Regulatory Authorities Parent in substantially the form attached hereto as Exhibit B pursuant to which the Company grants the Parent an option, --------- under certain circumstances whereby this Agreement is terminated and mailed the Merger does not take place as contemplated herein, to purchase up to that number of Company Shares as may equal 16% of the issued and outstanding Company Shares, at a price equal to the ShareholdersPer Share Consideration payable in cash. (d) The Company shall use it reasonable efforts to obtain and deliver to the Parent simultaneously with the execution of this Agreement or as soon as practicable thereafter, the written agreement of the executive officers and directors listed on Schedule 2.32 hereto, and all other persons or entities who ------------- are at such time "affiliates" of the Company for purposes of Rule 145 under the Securities Act, to the extent such persons or entities own Company Shares (the "Company Affiliates") substantially in the form attached hereto as Exhibit C (an --------- "Affiliate Agreement") pursuant to which each of the Company Affiliates shall contain all information which is required have (i) acknowledged that the Merger Shares to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable received by them will be subject to certain resale restrictions under Rule 145 of the Securities LawsAct, and shall (ii) with respect to the Company Affiliates who are directors or executive officers of the Company (other than Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) agreed to vote all Company Shares owned by them or over which they have voting control, in favor of the Merger and this Agreement and irrevocably grant a proxy, coupled with an interest, to the Parent or its designee to vote such Company Shares in favor of this Agreement and the Merger. Schedule 2.32 of the Company Disclosure ------------- Schedule identifies all material respects comply with persons or entities who or which are as of the requirements date hereof Company Affiliates. (e) The Company has delivered to the Parent the Employment Agreements and Noncompetition and Confidentiality Agreements (attached hereto as Exhibits E and E-1, respectively and referred collectively as the "Employment Agreements") executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III, which agreements will become effective only upon consummation of all applicable lawsthe Merger.

Company Action. (a) The Company hereby approves and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held on October 25, 1999, at which all of the Directors was present, duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, recommended that shareholders of the Company accept the Offer, tender their Common Shares pursuant to the Offeror that Offer and approve this Agreement and the Boardtransactions contemplated hereby, after consultation with its legal including the Merger, and financial advisors, has unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the shareholders of the Company. The Company hereby consents to the inclusion in the Offer Documents of such recommendation of the Board of Directors of the Company. The Company represents that its Board of Directors has received the written opinion (the "FAIRNESS OPINION") of ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, Inc. (the "FINANCIAL ADVISOR") that the proposed consideration to be received by the holders of Common Shares pursuant to the Offer and the ShareholdersMerger is fair to such holders from a financial point of view. Subject The Company has been authorized by the Financial Advisor to Section 3.2permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the Company will use its reasonable commercial efforts to issue inclusion of the Fairness Opinion (or a notice of change to reference thereto) in the Director’s Circular and an amendment to its Offer Documents, the Schedule 14D-9 recommending that Shareholders accept (as hereinafter defined) and the Offer Proxy Statement (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006as hereinafter defined). (b) The Company shall co-operate file with the OfferorSEC, use reasonable commercial efforts as promptly as practicable after the filing by Parent of the Schedule 14D-1 with respect to support the Offer, a Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "SCHEDULE 14D-9") that will comply in all material respects with the provisions of all applicable federal securities laws. The Company shall mail such Schedule 14D-9 to the shareholders of the Company as promptly as practicable after the commencement of the Offer. The Schedule 14D-9 and the Offer and provide Documents shall contain the Offeror with a draft copy recommendations of the Directors’ Circular Notice Board of Change Directors of the Company described in SECTION 1.2(a) hereof. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9 as so corrected or supplemented to be mailed filed with the SEC and disseminated to Shareholders prior holders of Common Shares to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Purchaser and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within Schedule 14D-9 before it is filed with the time frame indicated above and the Offeror SEC, and the Company shall cooperate consider any such comments in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934good faith. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company shall promptly upon execution of this Agreement furnish Purchaser with mailing labels containing the names and mailed to the Shareholdersaddresses of all record holders of Common Shares and security position listings of Common Shares held in stock depositories, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Lawseach as of a recent date, and shall in all material respects comply promptly furnish Purchaser with such additional information reasonably available to the Company, including updated lists of shareholders, mailing labels and security position listings, and such other information and assistance as Purchaser or its agents may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of Common Shares. Subject to the requirements of applicable law and except as necessary to disseminate the Offer Documents and otherwise for the purpose of effecting the transactions contemplated hereby, Parent and Purchaser shall hold in confidence the materials furnished pursuant to this SECTION 1.2(c), use such information only in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and, if this Agreement is terminated, as promptly as practicable return to the Company such materials and all applicable lawscopies thereof in the possession of Parent and Purchaser.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (defined below in Section 2.1), are advisable and are fair to and in the best interest of the Company's stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and the Tender Agreement and the transactions contemplated thereby, which approval constitutes approval under Section 203 of the General Corporation Law of the State of Delaware (the "DELAWARE LAW") such that the Offer, the Merger, this Agreement and the Tender Agreement and the other transactions contemplated hereby and thereby are not and shall not be subject to any restriction of Section 203 of Delaware Law, and (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the Company's stockholders (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "RECOMMENDATIONS"). The Company further represents that ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. ("▇▇▇▇▇▇▇ SACHS") has rendered to the Company's Board of Directors its opinion that the consideration to be received by the Company's stockholders pursuant to this Agreement is fair to such stockholders from a financial point of view. The Company has been advised that all of its directors and executive officers presently intend to tender their Shares pursuant to the Shareholders Offer. The Company will promptly furnish Parent and is Merger Subsidiary pursuant to the terms of their Confidentiality Agreements with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in the best interests stock depositories, in each case as of the Company most recent practicable date, and the Shareholders. Subject will provide to Section 3.2Parent and Merger Subsidiary such additional information (including, the Company will use its reasonable commercial efforts to issue a notice without limitation, updated lists of change to the Director’s Circular stockholders, mailing labels and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice lists of Change”securities positions) concurrent and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) The As soon as practicable on the day that the Offer is commenced, the Company shall co-operate will file with the Offeror, use reasonable commercial efforts SEC and disseminate to support holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (the Offer and provide "SCHEDULE 14D-9") which shall reflect the Offeror with a draft copy Recommendations; provided that the Board of Directors of the Directors’ Circular Notice Company may withdraw, modify or change such Recommendations if but only if (i) it believes in good faith, based on such matters as it deems relevant, including the advice of Change to be mailed to Shareholders prior to the mailing thereofCompany's financial advisors, on that a confidential basisSuperior Proposal (defined in Section 5.5(b) hereof) has been made and (ii) it has determined in good faith, and shall provide after consultation with outside legal counsel that the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail withdrawal, modification or change of such Recommendation is, in the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations good faith judgment of the Board as set forth in Section 2.3(a) and the intention of members of Directors, required by the Board to comply with its fiduciary duties imposed by Delaware Law. The Company, Parent and officers Merger Subsidiary each agree promptly to tender their Common Shares correct any information provided by it for use in the Schedule 14D-9 if and to the Offer. The Directors’ Circular Notice of Change extent that it shall also comply with the applicable rules governing the recommendation have become false or solicitation by the subject company and others set forth misleading in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.any material

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and the Merger and represents that the Boardits Board of Directors (at meetings duly called and held ), after consultation with its legal and financial advisors, has unanimously has: (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (as such term is defined in Section 2.01), are fair to the Shareholders and is in the best interests interest of Company and its shareholders; (ii) approved, including by a majority of Disinterested Directors (as such term is defined in Article Ninth of Company's Restated Certificate of Incorporation), this Agreement and the transactions contemplated hereby, including the Offer and the Merger, which approval satisfies in full the requirements of the New York Law and the provisions of the Restated Certificate of Incorporation of Company subject to requisite shareholder approval; (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its shareholders; and (iv) taken all other action necessary to render (x) Section 912 of the New York Law and any other state takeover statutes and (y) the Rights Agreement dated as of January 31, 1989 between Company and the Shareholders. Subject Mellon Securities Trust Company as Rights Agent ("Rights Agreement") inapplicable to Section 3.2this Agreement, the Company will use its reasonable commercial efforts to issue a notice Offer, the Merger, the Stock Option Agreement and any purchase of change Shares by Buyer or Merger Subsidiary pursuant to the Director’s Circular Stock Option Agreement and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006this Agreement. (b) The Company shall co-operate represents that its Board of Directors (i) has, in accordance with the OfferorShareholder Agreement among certain former shareholders of United Coatings, use reasonable commercial efforts Inc., Prat▇ & ▇amb▇▇▇, ▇▇c., and Raym▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇se▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ Jame▇ ▇. ▇▇▇▇▇ ▇▇▇ed February 25, 1994 ("Shareholder Agreement"), adopted a resolution approving the transactions contemplated in this Agreement and the Stock Option Agreement, and (ii) approved Buyer's commencement of negotiations with the parties to support the Stock Option Agreement with respect to the Stock Option Agreement and any subsequent purchase of Option Shares pursuant to that agreement and this Agreement. Company further represents that Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated, as financial advisor to Company, has delivered to Company's Board of Directors its oral opinion that, as of the date of such opinion, the cash consideration to be received by the Shareholders of the Company pursuant to the Offer and provide the Offeror Merger is fair to such shareholders from a financial point of view. In connection with the Offer, Company will promptly furnish Buyer with a draft copy list of Company's shareholders, mailing labels and any available listing or computer file containing the names and addresses of all holders of record of Shares and lists of securities positions of Shares held in stock depositories, and any list of non-objecting beneficial holders of Shares maintained by Company, in each case true and correct as of the most recent practicable date, and will provide to Buyer such additional information (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Buyer or Merger Subsidiary may reasonably request in connection with the Offer. (c) As soon as practicable on the day that the Offer is commenced, Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 ("Schedule 14D-9") which, subject to the fiduciary duties of Company's Board of Directors’ Circular Notice , shall reflect that Company's Board of Change Directors recommends acceptance of the Offer and approval and adoption of this Agreement and the Merger by its shareholders. Company, Buyer and Merger Subsidiary agree to correct promptly any information provided by them for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect. Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be mailed filed with the SEC and to Shareholders prior be disseminated to holders of Shares, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Buyer and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting Schedule 14D-9 prior to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when its being filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities LawsSEC, and shall be promptly advised of any comments provided or information requested by the staff of the SEC and afforded the opportunity to comment on any related correspondence and participate in all material respects comply any discussion with the requirements staff of all applicable lawsthe SEC.

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and the Notes Tender Offers and represents that the Company Board, after consultation with its legal and financial advisorsfollowing the unanimous recommendation of the Independent Special Committee of the Company Board established to review the Offer, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to and in the best interest of the Company's stockholders, (ii) approved and adopted this Agreement, including the Offer, the Merger, the Stock Option Agreement and the Stock holders Agreement and the transactions contemplated hereby and thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement, the Stock Option Agreement and the Stockholders Agreement and the other transactions contemplated hereby and thereby are not and shall not be subject to any restriction of Section 203 of the DGCL, and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Subsidiary thereunder and approve and adopt this Agreement and the Merger (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "Recommendations"). The Company further represents that Deutsche Banc Alex. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ Inc. have rendered to the Company Board their opinions that the consideration to be received by the Company's stockholders pursuant to this Agreement is fair to the Shareholders such stockholders from a financial point of view. The Company has been advised that all of its directors and is in the best interests of the Company and the Shareholders. Subject executive officers presently intend to Section 3.2, the Company will use its reasonable commercial efforts to issue a notice of change tender their Shares pursuant to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) The As soon as practicable on the day that the Offer is commenced, the Company will file with the SEC and disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") which shall contain, except as provided in Section 6.4, the Recommendations. At the time the Offer Documents are first mailed to the stockholders of the Company, the Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change mail or cause to be mailed to Shareholders prior the stockholders of the Company such Schedule 14D-9 together with such Offer Documents. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to holders of the Shares, as and to the mailing thereofextent required by applicable Federal securities laws. Each of the Company, on a confidential basisthe one hand, and Parent and Merger Subsidiary, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall provide have become false or misleading in any material respect and the Offeror Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with a reasonable the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given the opportunity to review and provide any comments thereonthe Schedule 14D-9 before it is filed with the SEC. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and In addition, the Company shall cooperate in attempting agrees to jointly mail provide Parent, Merger Subsidiary and their counsel with any comments, whether written or oral, that the Second Notice of Variation and Company or its counsel may receive from time to time from the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after the receipt of Change shall also comply with the applicable rules governing the recommendation such comments or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934other communications. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company shall promptly furnish Merger Subsidiary with mailing labels containing the names and mailed addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish Merger Subsidiary with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Merger Subsidiary or their agents may reasonably require in communicating the Offer to the Shareholders, shall contain all information which is required record and beneficial holders of Shares. Subject to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Merger Subsidiary shall hold in confidence the information contained in such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated, will upon the request of the Company deliver or cause to be delivered to the Company all applicable lawscopies of such information, labels, listings and files then in their possession or in the possession of their agents or representatives.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that its Board of Directors, at a meeting duly called and held and acting on the Board, after consultation with its legal and financial advisorsunanimous recommendation of a special committee of the Board of Directors of the Company comprised entirely of non-management independent directors (the "Special Committee"), has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 2.01), are fair to and in the best interest of the Company's stockholders, (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, which approval satisfies in full the requirements of the General Corporation Law of the State of Delaware (the "Delaware Law") (including Section 203 thereof) and the Certificate of Incorporation of the Company with respect to the requisite approval of a board of directors, and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders; provided however, that such recommendation may be withdrawn, modified or amended to the extent the Board of Directors of the Company shall have concluded in good faith on the basis of written advice from outside counsel that such action by the Board of Directors is required in order to comply with the fiduciary duties of the Board of Directors to the stockholders of the Company under applicable law. The Company further represents that Warburg Dillon Read has delivered to the Company's Board of Directors its opinion that the consideration to be paid in the Offer and the Merger is fair to the Shareholders holders of Shares from a financial point of view. The Company has been advised that all of its directors and is executive officers who own Shares intend either to tender their Shares pursuant to the Offer or to vote in the best interests favor of the Company and the ShareholdersMerger, unless its recommendation shall have been withdrawn or materially modified as permitted by Section 6.04(a). Subject to Section 3.2, the The Company will use promptly furnish Buyer with a list of its reasonable commercial efforts stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to issue a notice Buyer such additional information (including, without limitation, updated lists of change stockholders, mailing labels and lists of securities positions) and such other assistance as Buyer may reasonably request in order to be able to communicate the Offer to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing holders of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Shares. (b) As soon as practicable on the day that the Offer is commenced the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") which shall reflect the recommendations of the Company's Board of Directors referred to above. The Company and Buyer each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall co-operate have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders prior holders of Shares, in each case as and to the mailing thereof, on a confidential basis, extent required by applicable federal securities laws. Buyer and its counsel shall provide the Offeror with a reasonable be given an opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting Schedule 14D-9 prior to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when its being filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsSEC.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board, at a meeting duly called and held, has, subject to the Offeror that the Boardterms and conditions set forth herein, after consultation with its legal and financial advisors, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders to, and is in the best interests of, the shareholders of the Company, (ii) approved the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the Offer and the Merger, in all respects, and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 203 of the Delaware General Corporation Law ("DGCL") and (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their shares of Company Common Stock thereunder to Acquisition and approve and adopt this Agreement and the ShareholdersMerger. Subject The Company consents to Section 3.2, the inclusion of such recommendation and approval in the Offer Documents. The Company further represents and warrants that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. ("BHC") (the "Financial Advisor") has delivered to the Company will use Board its reasonable commercial efforts written opinion dated April 7, 1998, that the cash consideration to issue a notice be received by the shareholders of change the Company pursuant to the Director’s Circular Offer and an amendment the Merger is fair from a financial point of view to its such shareholders. The Company has been authorized by the Financial Advisor to permit the inclusion of the fairness opinion (or a reference thereto) in the Offer Documents and the Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice of Change”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and as defined in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Section 1.2(b)). (b) The Company shall co-operate Contemporaneously with the Offeror, use reasonable commercial efforts to support commencement of the Offer as provided in Section 1.1, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with any amendments or supplements thereto, the "Schedule 14D-9") containing the recommendations described in Section 1.2(a), and provide to mail promptly the Offeror with a draft copy Schedule 14D-9 to the shareholders of the Directors’ Circular Notice Company. The Schedule 14D-9 will comply in all material respects with the provisions of Change applicable federal securities laws (including, without limitation, Rule 14D-9 of the Exchange Act) and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be mailed stated therein or necessary in order to Shareholders prior make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Acquisition in writing for inclusion in the Schedule 14D-9. The Company, Parent and Acquisition each agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the mailing thereofextent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, on a confidential basis, in each case as and to the extent required by applicable federal securities laws. Parent shall provide the Offeror with be given a reasonable opportunity to review and provide the Schedule 14D-9 (including any comments thereonamendments or supplements thereto) prior to their filing with the SEC. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and In addition, the Company shall cooperate in attempting agrees to jointly mail provide Parent and its counsel with any comments, whether written or oral, that the Second Notice of Variation and Company or its counsel receives from time to time from the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Offer Documents promptly after the receipt of Change shall also comply with the applicable rules governing the recommendation such comments or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934other communications. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company will promptly furnish to Parent and mailed Acquisition mailing labels, security position listings and any available listing or computer files containing the names and addresses of the record holders of shares of Company Common Stock as of a recent date and shall furnish Acquisition with such additional information and assistance (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) as Acquisition or its agents may reasonably request in communicating the Offer to the Shareholders, shall contain all information which is required record and beneficial holders of shares of Company Common Stock. Subject to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent, Acquisition and their affiliates, associates, agents and advisors shall use the information contained in any such labels, listings and files only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver to the Company all applicable lawscopies of such information then in their possession.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that the BoardBoard of Directors, after consultation with its legal at a duly called and financial advisorsheld meeting, has unanimously determined (by all directors present) adopted resolutions: (i) determining that the Offer is terms of the Offer, the Merger and the other transactions contemplated by this Agreement are fair to the Shareholders and is in the best interests of the Company and its stockholders, and declaring the Shareholders. Subject to Section 3.2Agreement advisable; (ii) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Tender Agreements, the Offer and the Merger; (iii) recommending that the stockholders of the Company will use its reasonable commercial efforts accept the Offer, tender their shares of Common Stock to issue a notice of change Merger Sub pursuant to the Director’s Circular Offer and, if applicable, approve and an amendment adopt this Agreement and the Merger (the actions in clause (iii), “Recommendation”); (iv) rendering the restrictions on business combinations contained in Section 203 of the DGCL inapplicable to its Schedule 14D-9 recommending the Tender Agreements, the Offer, this Agreement and the other transactions contemplated hereby, including the Merger; (v) resolving to make the Recommendation to the stockholders of the Company and directing, that, to the extent required by the DGCL, this Agreement be submitted for adoption by the stockholders of the Company at the Company Meeting and (vi) electing that Shareholders accept the Offer and the Merger, to the extent of the Board of Directors’ power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement (such actions by the Board of Directors described in the preceding clauses (i) through (vi), collectively, the “Directors’ Circular Notice of ChangeBoard Actions”) concurrent with ). The Company hereby consents to the issue and mailing inclusion of the Second Notice Recommendation in the Offer Documents. The Company has been advised that certain officers, directors and principal stockholders of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice who own shares of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Common Stock intend either to tender their shares of Common Stock pursuant to the Offer or vote to adopt the Agreement. (b) The Company shall co-operate file with the OfferorSEC, use reasonable commercial efforts concurrently with the filing by Parent and Merger Sub of the Schedule TO with respect to support the Offer, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that will comply in all material respects with the provisions of all applicable Federal securities Laws. The Company agrees to mail such Schedule 14D-9 to the stockholders of the Company along with the Offer and provide Documents promptly after the Offeror with a draft copy commencement of the Directors’ Circular Notice Offer. Subject to any Adverse Recommendation Change in accordance with this Agreement, the Schedule 14D-9 and the Offer Documents shall contain the Recommendation. The Company agrees to promptly correct the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect (and each of Change Parent and Merger Sub, with respect to written information supplied by it, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall cause the Schedule 14D-9 as so corrected or supplemented to be mailed to Shareholders prior filed with the SEC and promptly disseminated to the mailing thereofCompany’s stockholders, on a confidential basis, in each case as and to the extent required by applicable Federal securities Laws. Parent and its counsel shall provide the Offeror with be given a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 before it is filed with the SEC. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above give reasonable and the Offeror good faith consideration to any comments made by Parent and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Changeits counsel. The Company shall also file provide Parent and Merger Sub (in writing, if written), and consult with Parent and Merger Sub regarding, any comments (written or oral) that the Directors’ Circular Notice of Change on a timely basis Company or its counsel may receive from the SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the OfferSchedule 14D-9 promptly after receipt of such comments. The Directors’ Circular Notice of Change Parent and Merger Sub and their counsel shall also comply be given a reasonable opportunity to review and comment on any proposed responses before they are filed with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934SEC. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company shall promptly furnish, or cause its transfer agent to furnish, Parent and mailed Merger Sub with mailing labels, security position listings, non-objecting beneficial owner lists and all reasonably available listings and computer files containing the names and addresses of the record holders of the Common Stock as of the most recent practicable date and shall furnish, or cause its transfer agent to furnish, Parent and Merger Sub with such additional available information and assistance (including updated lists of stockholders and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists as they become available) and such other assistance as Parent and Merger Sub or their agents may reasonably request in communicating the Offer to the Shareholdersrecord and beneficial holders of Common Stock. Subject to the requirements of applicable Law and stock exchange rules, shall contain all information which is required and except for such actions as are necessary to be included therein disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger prior to a termination in accordance with all applicable lawsSection 7.1, including all Applicable Corporate Laws such information and all Applicable Securities Laws, and materials shall in all material respects comply be deemed “Evaluation Material” under the Confidentiality Agreement. In connection with the requirements Offer, the Company shall furnish Parent with such information (which will be treated and held in confidence by Parent in accordance with the immediately preceding sentence) and assistance as Parent or its officers, employees, accountants, counsel and other representatives may reasonably request in connection with the preparation of all applicable lawsthe Offer and Offer Documents and communicating the Offer to the record and beneficial holders of shares of Common Stock.

Company Action. (a) The Company hereby consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on October 13, 2000, acting by a unanimous vote of the directors: (i) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and the transactions contemplated by the Stockholder Agreement (including, without limitation, for purposes of Section 9 of the Confidentiality Agreement dated August 14, 2000 between Parent and the Company (the "Confidentiality Agreement")); (ii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offeror that Offer and approve this Agreement and the Boardtransactions contemplated hereby, after consultation with its legal and financial advisors, has unanimously including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer is fair to and the Shareholders Merger, are advisable and is in the best interests of the stockholders of the Company and that the Shareholders. Subject consideration to be paid for each Share in the Offer and the Merger is fair to the holders of Shares; and (iv) irrevocably has taken all action necessary to render Section 3.2203 of the DGCL and other state takeover statutes inapplicable to the Offer, the Company will use its reasonable commercial efforts to issue a notice Merger, this Agreement and the Stockholder Agreement and the transactions contemplated hereby and thereby. The Board has received the opinion of change Credit Suisse First Boston Corporation (the "Company's Financial Advisor") to the Director’s Circular effect that, based upon and an amendment subject to its Schedule 14D-9 recommending that Shareholders accept the matters set forth therein and as of the date thereof, the Offer Price to be received by holders of Shares (other than Parent and its Affiliates) pursuant to the “Directors’ Circular Notice Offer and the Merger is fair to such holders of Change”) concurrent with Shares from a financial point of view. The Company hereby consents to the issue and mailing inclusion in the Offer Documents of the Second Notice recommendations of Variation by the OfferorBoard described in this Section 1.02, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006provided that this Agreement has not been terminated. (b) The Company shall co-operate file with the OfferorSEC, use reasonable commercial efforts as promptly as practicable after the filing by Purchaser of the Schedule TO with respect to support the Offer but in any event on the date such Schedule TO is filed with the SEC, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") that (i) will comply in all material respects with the provisions of all applicable federal securities laws and provide (ii) will include the Offeror with a draft copy recommendations of the Directors’ Circular Notice Board of Change Directors referred to in clause (ii) of Section 1.02(a) and the opinion of the Company's Financial Advisor referred to in Section 4.16, provided that this Agreement has not been terminated. Each of the Company, on the one hand, and Parent and Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that the Schedule 14D-9 shall be, or have become, false or misleading in any material respect, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be mailed to Shareholders prior filed with the SEC and disseminated to the mailing thereofCompany's stockholders, on a confidential basis, and in each case to the extent required by applicable law. The Company shall provide the Offeror Parent, Purchaser and their counsel with a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 before it is filed with the SEC. The Company shall mail promptly provide the Directors’ Circular Notice of Change within Parent and Purchaser and their counsel in writing with, and consult with Parent and Purchaser and its counsel regarding, any comments the Company or its counsel may receive from the time frame indicated above and to time from the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934Schedule 14D-9. (c) The Directors’ Circular Notice of Change, when filed In connection with the Regulatory Authorities Offer, the Company shall promptly upon execution of this Agreement furnish Parent and mailed Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Shares and holders of other securities issued by the Company (if any) as of the most recent practicable date and shall furnish the Purchaser with such additional available information (including, but not limited to, updated lists of holders of Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other information and assistance as Parent, Purchaser or their agents may reasonably request for the purpose of communicating the Offer to the Shareholders, shall contain all information which is required record and beneficial holders of Shares. Subject to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of law, and except for such steps as are necessary to such dissemination of, and communication with respect to, the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Purchaser shall hold in confidence the information contained in any such labels and lists and the additional information referred to in the penultimate sentence of this Section 1.02(c), will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, will, upon request, deliver to the Company all applicable lawssuch written information then in its possession.

Company Action. (a) The Company represents hereby approves of and warrants consents to the Offeror Offer and represents that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are advisable and are fair to the Shareholders and is in the best interests of the Company Company's stockholders, (ii) approved and adopted this Agreement and the Shareholderstransactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the DGCL and (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. Subject The Company further represents that U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. has delivered to Section 3.2the Company's Board of Directors its written opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of shares of Company Common Stock (other than Parent, Purchaser or their Affiliates) from a financial point of view. The Company has been advised that all of its directors and executive officers who own shares of Company Common Stock intend either to tender their shares of Company Common Stock pursuant to the Offer or to vote in favor of the Merger. The Company will use promptly furnish Parent with a list of its reasonable commercial efforts stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to issue a notice Parent such additional information (including updated lists of change to the Director’s Circular stockholders, mailing labels and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice lists of Change”securities positions) concurrent and such other assistance as Parent may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) As soon as practicable on the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "SCHEDULE 14D-9") that shall reflect the recommendations of the Company's Board of Directors referred to above. The Company, Parent and Purchaser each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company shall co-operate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Offeror, use reasonable commercial efforts to support the Offer SEC and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed disseminated to Shareholders holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the mailing thereof, on a confidential basis, SEC. The Company also agrees to provide Parent and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide the Offeror with Parent and its counsel a reasonable opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice response of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934such comments. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.

Company Action. (a) The Company represents and warrants to the Offeror that the (i) its Board, after consultation with its legal at a meeting duly called and financial advisorsheld, by unanimous vote of the directors present (A) has unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company stockholders of the Company, (B) has duly approved this Agreement and the Shareholderstransactions contemplated hereby, including the Offer and the Merger, and (C) has resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto, subject to the Board's rights to withdraw or modify such recommendation in connection with a termination of this Agreement under Section 7.1(a)(i), and that the Company's stockholders adopt and approve the Merger; (ii) the affirmative vote of the holders of record of at least a majority of the Shares outstanding on the record date for the Special Meeting (defined in Section 5.3) and entitled to vote (the "Requisite Stockholder Approval") is the only vote of the holders of any class or series of the capital stock of the Company required to adopt this Agreement and approve the Merger; and (iii) the Company has taken all necessary action so that the provisions of Article Ninth of the Company's certificate of incorporation and of Section 203 of the DGCL will not apply to this Agreement, the Offer, the Merger, the Tender Agreement, or the acquisition of Shares by Sub pursuant to this Agreement. Subject to Section 3.2In addition, the Company will use its reasonable commercial efforts represents that it has adopted a Fourth Amendment to issue a notice Rights Agreement dated as of change October 9, 1997 (the "Fourth Amendment") to the Director’s Circular Company's Rights Agreement dated as of November 5, 1990 by and an amendment between the Company and Wachovia Bank and Trust Company, N.A. (now Wachovia Bank of North Carolina, N.A.) as Rights Agent (the "Rights Agent"), as amended by the Amendment to its Schedule 14D-9 recommending Rights Agreement dated as of August 7, 1991, the Second Amendment to Rights Agreement dated as of August 3, 1994, and the Third Amendment to Rights Agreement dated as of October 9, 1997 (as so amended, the "Rights Agreement") and that Shareholders accept a copy of the Fourth Amendment has been delivered by the Company to Parent; that as of the date hereof and after giving effect to the execution and delivery of this Agreement, each Right is represented by the certificate representing the associated share of Common Stock and is not exercisable or transferable apart from the associated share of Common Stock; that there has not been a "Distribution Date" or "Shares Acquisition Date," and that the Company has taken all necessary actions so that the execution and delivery of this Agreement and the Tender Agreement and the consummation of the transactions contemplated hereby and thereby, including the Offer, the purchase of Shares pursuant to the Offer or the Merger, will not (i) trigger the “Directors’ Circular Notice provisions of Change”) concurrent with the issue and mailing Section 11 or Section 13 of the Second Notice Rights Agreement, (ii) result in the occurrence of Variation by a "Distribution Date" (as defined in the Offeror, and Rights Agreement) or (iii) result in any event, person becoming an "Acquiring Person" (as defined in the Rights Agreement). The Company shall issue such Directors’ Circular Notice hereby consents to the inclusion in the Offer Documents of Change no later than 12:00 midnight (Calgary time) on July 17, 2006the recommendations referred to above in this Section 1.2(a). (b) The On the date the Schedule 14D-1 is filed with the SEC, the Company shall co-operate file with the OfferorSEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, use reasonable commercial efforts the "Schedule 14D-9") and shall take such steps as are reasonably necessary to support cause the Schedule 14D-9 to comply with applicable requirements of the federal securities laws and to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. The Offer Documents and the Schedule 14D-9 shall contain the recommendation of the Board that the Company's stockholders accept the Offer and provide tender their Shares pursuant thereto and vote to adopt this Agreement and approve the Offeror Merger, subject to the Board's rights to withdraw or modify such recommendation in connection with a draft copy termination of the Directors’ Circular Notice of Change to this Agreement under Section 7.1(a)(i). Parent and its counsel shall be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with given a reasonable opportunity to review and provide any comments thereoncomment on the Schedule 14D-9 prior to its being filed with the SEC or disseminated to the Company's stockholders. The Company shall mail the Directors’ Circular Notice provide Parent and its counsel with a copy of Change within the time frame indicated above and the Offeror and any written comments that the Company shall cooperate in attempting to jointly mail receives from the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis SEC or its staff with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares respect to the Offer. The Directors’ Circular Notice Schedule 14D-9 promptly after receipt of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934any such comments. (c) The Directors’ Circular Notice Company shall promptly furnish Sub with mailing labels containing the names and addresses of Changethe record holders of Shares and with lists of securities positions of Shares held in stock depositories, when filed each as of a recent date, and shall furnish Sub with such additional information, including updated lists of stockholders, mailing labels and lists of securities positions, and with such other assistance as Sub, Parent or their agents may reasonably request for the purpose of communicating the Offer to the holders of Shares. Except as and to the extent required by law and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Sub shall hold in confidence the information contained in such labels and listings, and any other information relating to the holders of Shares received from the Company or its transfer agent, shall use such information only in connection with the Regulatory Authorities Offer and mailed to the ShareholdersMerger, shall contain all information which and, if this Agreement is required to be included therein terminated in accordance with Section 7.1, shall deliver to the Company all applicable lawssuch information, including all Applicable Corporate Laws copies of and all Applicable Securities Lawsextracts or summaries from such information, and shall then in all material respects comply with the requirements of all applicable lawstheir possession or control.

Company Action. (a) The Company represents and warrants hereby consents to the Offeror Offer and represents that the Boardits Board of Directors, after consultation with its legal at a meeting duly called and financial advisorsheld, has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer is and the Merger, are fair to the Shareholders and is in the best interests of the Company Company's stockholders, (ii) unanimously approved and adopted this Agreement and the Shareholders. Subject transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the New York Business Corporation Law (the "BCL") and (iii) subject to Section 3.27.07, unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. has delivered to the Company's Board of Directors its written opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company has been advised that all of its directors and executive officers who own shares of Company Common Stock intend either to tender their shares of Company Common Stock pursuant to the Offer or to vote in favor of the Merger. The Company will use promptly furnish Parent with a list of its reasonable commercial efforts stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to issue a notice Parent such additional information (including updated lists of change to the Director’s Circular stockholders, mailing labels and an amendment to its Schedule 14D-9 recommending that Shareholders accept the Offer (the “Directors’ Circular Notice lists of Change”securities positions) concurrent and such other assistance as Parent may reasonably request in connection with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006Offer. (b) The As soon as practicable on the day that the Offer is commenced, the Company shall co-operate file with the OfferorSEC and disseminate to holders of shares of Company Common Stock, use reasonable commercial efforts in each case as and to support the Offer and provide extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the Offeror with a draft copy "SCHEDULE 14D-9") that, subject to Section 7.07, shall reflect the recommendations of the Directors’ Circular Notice Company's Board of Change Directors referred to be mailed to Shareholders above; provided, however, that prior to the mailing thereofconsummation of the Offer, on the Board of Directors of the Company may amend, modify, withdraw, condition or qualify such recommendations or may take any action or make any statement inconsistent with such recommendations, to the extent a confidential basismajority of the Company's Board of Directors concludes in its good faith judgment, after receiving the advice of outside legal counsel, that it is necessary to take such action in order to comply with its fiduciary duties to shareholders under applicable law. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel an opportunity to participate in the Offeror response of the Company to such comments, including by participating with a reasonable the Company or its counsel in any discussions with the SEC or its staff. The Company, Parent and Merger Sub each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given an opportunity to review and provide any comments thereon. The Company shall mail comment on the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting Schedule 14D-9 prior to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when its being filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable lawsSEC.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board, at a meeting duly called and held prior to the Offeror date hereof, has, subject to the terms and conditions set forth in this Agreement, unanimously adopted resolutions (i) determining that the Boardterms of the Offer, after consultation with its legal the Merger and financial advisors, has unanimously determined that the Offer is other transactions contemplated by this Agreement are fair to the Shareholders and is in the best interests of the Company and its stockholders, and declaring the ShareholdersAgreement advisable; (ii) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Offer, the Merger, and the Tender Agreements (collectively, the “Contemplated Transactions”); (iii) recommending that the stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if applicable, adopt this Agreement (the actions in clause (iii), the “Recommendation”); (iv) resolving to make the Recommendation to the stockholders of the Company and directing, that, to the extent required by the DGCL, this Agreement be submitted for adoption by the stockholders of the Company at the Stockholders’ Meeting, and (v) electing that the Offer and the Merger, to the extent of the Company Board’s power and authority and to the extent permitted by applicable Legal Requirements, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws (collectively, “Anti-Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement (such actions by the Board of Directors described in the preceding clauses (i) through (v), collectively, the “Board Actions”). Subject to Section 3.26.1(c), the Company will use its reasonable commercial efforts to issue a notice of change hereby consents to the Director’s Circular and an amendment to its Schedule 14D-9 recommending that Shareholders accept inclusion of the Recommendation in the Offer Documents. The Company further represents that ▇▇▇▇▇▇▇ & Company, LLC has delivered to the Company Board a written opinion (or an oral opinion to be confirmed in writing) dated as of the date of approval of this Agreement to the effect that, as of the date of this Agreement, the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view (the “Directors’ Circular Notice of ChangeFairness Opinion”) concurrent with the issue and mailing of the Second Notice of Variation by the Offeror, and in any event, the Company shall issue such Directors’ Circular Notice of Change no later than 12:00 midnight (Calgary time) on July 17, 2006). (b) The Company shall co-operate with the Offeror, use reasonable commercial efforts to support the Offer and provide the Offeror with a draft copy of the Directors’ Circular Notice of Change to be mailed to Shareholders prior to the mailing thereof, on a confidential basis, and shall provide the Offeror with a reasonable opportunity to review and provide any comments thereon. The Company shall mail the Directors’ Circular Notice of Change within the time frame indicated above and the Offeror and the Company shall cooperate in attempting to jointly mail the Second Notice of Variation and the Directors’ Circular Notice of Change. The Company shall also file the Directors’ Circular Notice of Change on a timely basis with all applicable Regulatory Authorities. The Directors’ Circular Notice of Change will set forth in prominent type, among other things, the determinations and recommendations of the Board as set forth in Section 2.3(a) and the intention of members of the Board and officers to tender their Common Shares to the Offer. The Directors’ Circular Notice of Change shall also comply with the applicable rules governing the recommendation or solicitation by the subject company and others set forth in Rule 14d-9 and Rule 14e-2 promulgated under the U.S. Securities Exchange Act of 1934. (c) The Directors’ Circular Notice of Change, when filed with the Regulatory Authorities and mailed to the Shareholders, shall contain all information which is required to be included therein in accordance with all applicable laws, including all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the requirements of all applicable laws.