Sample Business Contracts

        (a).  Six Million Five Hundred Thousand Canadian Dollars ($6,500,000 to be paid in accordance with Section 2.4 below.

        (b)   An amount equal to the Company's Net Profit (excluding Western business) between January 1, 2004 and June 30, 2004, provided however, in no case will this amount exceed Two Hundred Thousand Canadian Dollars ($200,000). The June 30 balance sheet will determine said amount and will be delivered to Seller by July 30, 2004.

        (a).  The $6,500,000 Canadian portion of the Purchase Price payable at Closing shall be paid and satisfied by Purchaser as follows:

        (b).  Western will retain the amount due under Section 2.2(b) for a period of 2 years from Closing as security against any breaches of this Agreement, including but not limited to the Representations and Warranties of Sellers stated in Section 3 below (the "Holdback"). The Holdback shall be released to Sellers in proportion of ownership on the two-year anniversary of the execution of this Agreement (the "Release Date"), subject to any deductions in accordance with Section 8 below. The Holdback shall not in any way affect the transfer of ownership of the Shares to Western at the Closing.

        (a).  Sellers will deliver to Western:

        (b).  At the Closing, Western will deliver to Sellers:

        (a).  Part 3.1 of the Disclosure Letter contains a complete and accurate list for each Acquired Company of its name, its jurisdiction of incorporation, other jurisdictions in which it is authorized to do business, and its capitalization (including the identity of each stockholder and the number of shares held by each). Each Acquired Company is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under its respective Contracts. Each Acquired Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

        (b).  Sellers have delivered to Western copies of the articles of incorporation and the bylaws of each Acquired Company, as currently in effect.

        (a).  This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of this Agreement and the Ancillary Agreements to which the Sellers are a party, such Ancillary

Agreements will constitute legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Ancillary Agreements to which Sellers are a party and to perform their obligations under this Agreement and such Ancillary Agreements.

        (b).  Neither the execution and delivery of this Agreement or the Ancillary Agreements by Seller or the Acquired Companies, nor the consummation of the Contemplated Transactions will (i) conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of, or constitute a default under any provision of the articles of incorporation or by-laws of any Acquired Company, in each case as currently in effect, (ii) conflict with, violate, constitute a default under, result in a termination, acceleration or breach of, provide any party with any right of termination or acceleration or any other material rights or remedies under (in each case with or without notice or lapse of time, or both), or require the consent of any party under any Contract and will not have any material adverse effect upon any such Contract pursuant to the terms of those Contracts, or (c) conflict with, violate or breach any Order.

        (c).  Except as set forth in Part 3.2 of the Disclosure Letter, and for non-material equipment, office furniture, and vehicle leases, no Seller or Acquired Company is or will be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

        (a).  The Acquired Companies have filed or caused to be filed all Tax Returns (defined below) that are or were required to be filed by or with respect to any of them, either separately or as a member of a group of corporations, pursuant to applicable legal requirements. Sellers have delivered to Western copies of, and Part 3.11 of the Disclosure Letter contains a complete and accurate list of, all such Tax Returns filed since 1997. The Acquired Companies have paid, or made provision for the payment of, all Taxes that have or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by Sellers or any Acquired Company, except such Taxes, if any, as are listed in Part 3.11 of the Disclosure Letter and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and the Interim Balance Sheet. As used herein, "Tax Return" shall mean any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any governmental body in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any legal requirement relating to any Tax.

        (b).  The income Tax Returns of each Acquired Company subject to such Taxes have been audited by the relevant tax authorities or are closed by the applicable statute of limitations for all taxable years through 2003. Part 3.11 of the Disclosure Letter contains a complete and accurate list of all audits of all such Tax Returns, including a reasonably detailed description of the nature and outcome of each audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled, or, as described in Part 3.11 of the Disclosure Letter, are being contested in good faith by appropriate proceedings. Part 3.11 of the Disclosure Letter describes all adjustments to the income Tax Returns filed by any Acquired Company or any group of corporations including any Acquired Company for all taxable years since 1997. Except as described in Part 3.11 of the Disclosure Letter, no Seller or Acquired Company has given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of any Acquired Company or for which any Acquired Company may be liable.

        (c).  The charges, accruals, and reserves with respect to Taxes on the respective books of each Acquired Company are adequate (determined in accordance with GAAP) and are at least equal to that Acquired Company's liability for Taxes. There exists no proposed Tax assessment against any Acquired Company except as disclosed in the Balance Sheet or in Part 3.11 of the Disclosure Letter. All Taxes that any Acquired Company is or was required by legal requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper governmental body or other Person.

        (d).  All Tax Returns filed by (or that include on a consolidated basis) any Acquired Company are true, correct, and complete. There is no Tax sharing agreement that will require any payment by any Acquired Company after the date of this Agreement.

        (a).  Part 3.13 of the Disclosure Letter contains a complete and accurate list of the following information for each employee or director of the Acquired Companies, including each employee on leave of absence or layoff status: employer; name; job title; current compensation paid or

payable and any change in compensation since April 30, 2003; vacation accrued; and service credited for purposes of vesting and eligibility to participate under any Acquired Company's Company Benefit Arrangements (defined below) or Company Pension Plan (defined below).

        (b).  No employee or director of any Acquired Company is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such employee or director and any other Person ("Proprietary Rights Agreement") that in any way adversely affects or will affect (i) the performance of his duties as an employee or director of the Acquired Companies, or (ii) the ability of any Acquired Company to conduct its business, including any Proprietary Rights Agreement with Sellers or the Acquired Companies by any such employee or director. To the Acquired Companies' and the Sellers' Knowledge, no director, officer, or other key employee of any Acquired Company intends to terminate his employment with such Acquired Company.

        (c).  Part 3.13 of the Disclosure Letter also contains a complete and accurate list of the following information for each retired employee or director of the Acquired Companies, or their dependents, receiving benefits or scheduled to receive benefits in the future: name, pension benefit, pension option election, retiree medical insurance coverage, retiree life insurance coverage, and other benefits.

        (d).  Except as set forth in Part 3.13 to the Disclosure Letter, the Acquired Companies do not have any employment contracts or consulting agreements currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions).

        (e).  Except as disclosed in Part 3.13 of the Disclosure Letter, neither of the Acquired Companies (i) has ever been and is not now subject to a union organizing effort, (ii) is subject to any collective bargaining agreement with respect to any of its employees, (iii) is subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) has any current labor disputes. Each of the Acquired Companies has good employee relations, and has no Knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such employee relations, and has no Knowledge that any of its key employees intends to leave its employ. All of the employees of the Acquired Companies are legally permitted to be employed by the Acquired Companies, respectively, in their current job capacities.

        (f).   Part 3.13 to the Disclosure Letter identifies (i) each "employee benefit plan," and (ii) all other written or formal plans or agreements (other than statutory programs in the province of Quebec or Canada) involving direct or indirect compensation or benefits in the aggregate amount including each employment, severance or other similar contract, arrangement or policy and each plan or arrangement (written or oral) providing for amounts of insurance coverage in excess of $100,000 (including any self-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors which (A) is entered into, currently or is previously maintained or contributed to, as the case may be, by the Acquired Companies and (B) covers any employee or former employee of the Acquired Companies (excluding workers' compensation, unemployment and other government mandated plans). Such contracts, plans and arrangements as are described in this Section 3.13 are herein referred to collectively as the "Company Benefit Arrangements."

        (g).  Copies of all Company Benefit Arrangements (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary

plan descriptions and any summary of any material modification) have been delivered to Western, together with the three most recent annual reports prepared in connection with any such Company Benefit Arrangements. All Company Benefit Arrangements that individually or collectively would constitute an "employee pension benefit plan," (collectively, the "Company Pension Plans"), are identified as such in Part 3.13 of the Disclosure Letter. All contributions due from either Acquired Company in an aggregate amount in excess of $25,000 with respect to any of the Company Benefit Arrangements have been made or have been accrued on the Acquired Companies' financial statements as of April 30, 2004. Each Company Benefit Arrangement has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations. No Company Pension Plan constitutes a "multiemployer" plan.

        (h).  No Company Benefit Arrangement will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. To the extent permitted by applicable law, Western has been given direct access to the claims experience of any Company health plan to enable it to ascertain whether any persons covered by that plan have incurred claims in excess of $100,000 in the preceding 12 months. Company has taken such actions as may be necessary to authorize Western to obtain such information. However, Company does not represent that such information may be provided to Western under applicable law. Western shall take such actions as are appropriate under the circumstances to preserve the confidentiality of that data so as to comply with applicable law.

        (i).   There has been no amendment to, written interpretation or announcement (whether or not written) by the Acquired Companies relating to, or change in employee participation or coverage under, any Company Benefit Arrangement that would increase materially the expense of maintaining such Company Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended 2003, except for any changes required by applicable law.

        (j).   The group health plans that benefit employees of the Acquired Companies are in compliance, in all material respects, with the continuation coverage requirements applicable to the Company and the regulations thereunder, as such requirements affect the Acquired Companies and their employees.

        (k).  The Acquired Companies are in compliance in all material respects with all legal requirements, agreements and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters, and has made commercially reasonable efforts to correctly classify employees in accordance with any applicable laws, regulations or statutes.

        (l).   A true and complete list of all employees, officers and consultants of the Acquired Companies, their current compensation, their department and their title is set forth on Part 3.13 to the Disclosure Letter. The Acquired Companies will have no liability to any employee or to any organization or any other entity as a result of the termination of any employee leasing arrangement.

        (m). Except as disclosed in Part 3.13 to the Disclosure Letter, neither of the Acquired Companies is a party to any: (i) agreement with any executive officer or other key employee thereof (x) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving such company in the nature of any of the Contemplated Transactions, (y) providing any term of employment or compensation guarantee, or (z) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment; or (ii) agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any

of the benefits of which will be materially increased, or the vesting of benefits of which will be materially accelerated, by the occurrence of any of the Contemplated Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Contemplated Transactions.

        (a).  Each Acquired Company has complied with and will be, as of the Closing Date, in compliance with each law, ordinance, regulation and rule, and Order that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets. No event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by any Acquired Company of, or a failure on the part of any Acquired Company to comply with, any such applicable law, ordinance, regulation and rule, and Order. Except as set forth in Part 3.14 of the Disclosure Letter, there is no Order to which any of the Acquired Companies, or any of the assets owned or used by any Acquired Company, is subject. Each Acquired Company has filed all applicable government reports required by law. All reports filed by each Acquired Company are true, correct and complete.

        (b).  Each of the Acquired Companies has received all Governmental Authorizations that are necessary and/or legally required for the Acquired Companies to conduct its respective business as currently conducted without any violation of applicable law. All such Governmental Authorizations are in full force and effect and are listed in Part 3.14 to the Disclosure Letter and to the Knowledge of the Acquired Companies there exists no current default under or violation of any such permit or approval. Neither of the Acquired Companies has received any notice or other communication from any governmental authority regarding (i) any actual or possible violation of law or any Governmental Authorization or any failure to comply with any term or requirement of any Governmental Authorization, or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization.

        (a).  change in any Acquired Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption,

retirement, or other acquisition by any Acquired Company of any shares of any such capital stock; declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;

        (b).  any acceleration or release of any vesting condition to the right to exercise any option, warrant or other right to purchase or otherwise acquire any shares of Company's capital stock, or any acceleration or release of any right to repurchase shares of Company's capital stock upon the shareholder's termination of employment or services with Company or pursuant to any right of first refusal;

        (c).  amendment to the articles or certificate of incorporation or the bylaws of any Acquired Company;

        (d).  payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the ordinary course of business, consistent with past practices) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee;

        (e).  adoption of, or increase in the payments to or benefits under, any Company Benefit Arrangement;

        (f).   any labor dispute or claim of unfair labor practices;

        (g).  any change with respect to the officers or management or key employees of Company;

        (h).  damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole;

        (i).   entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired Company of at least $50,000 Canadian Dollars;

        (j).   sale (other than sales of inventory in the ordinary course of business, consistent with past practices), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any Encumbrance on any material asset or property of any Acquired Company, including any license, transfer or grant of a right under any Intellectual Property Assets of the Acquired Companies;

        (k).  any entry into, amendment of, relinquishment, termination or nonrenewal by Company of any contract, lease transaction, commitment or other right or obligation other than in the ordinary course of business, consistent with past practice, but in no event involving obligations (contingent or otherwise) of, or payments to, Company in excess of $25,000 Canadian Dollars individually or $50,000 Canadian Dollars in the aggregate;

        (l).   any material obligation or liability incurred other than in the ordinary course of business consistent with past practice, or any borrowing of moneys (other than the incurrence of trade accounts payable in the ordinary course of business consistent with past practice) in excess of $25,000 Canadian Dollars in the aggregate;

        (m). any making of any loan, advance or capital contribution to, or investment in, any person other than travel loans or advances made in the ordinary course of business consistent with past practices;

        (n).  any agreement entered into by either of the Acquired Companies for the deferral by such company of the payment of any accounts payable outside the ordinary course of business or in an

amount which is material or any discount, accommodation or other concession made outside the ordinary course of business in order to accelerate or induce the collection of any receivable;

        (o).  any material change in the manner in which either of the Acquired Companies extends discounts, credits or warranties to customers or otherwise does business with its customers;

        (p).  material change in the accounting methods used by any Acquired Company; or

        (q).  any agreement or arrangement made by the Acquired Companies to do any of the foregoing or to take any action which, if taken prior to the date of this Agreement, would have made any representation or warranty of Company set forth in Section 3 of this Agreement untrue or incorrect as of the date when made.

        (a).  Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Western true and complete copies, of:

        (xii). any Contract for consulting or similar services with a term of more than sixty (60) days and which is not terminable without penalty with notice of sixty (60) days or less;

        (xiii). any Contract with or commitment to any labor union; or

        (xiv). any other oral or written agreement, obligation or commitment that is material to Company, its financial condition, business or prospects.

        (a).  As used herein, the following terms shall have the following meanings:

        (b).  Except as set forth in part 3.19 of the disclosure letter:

        (c).  There has been no Release or, to the Knowledge of Sellers and the Acquired Companies, threat of Release, of any Hazardous Materials at or from the Facilities or at any other locations where any Hazardous Materials were generated, manufactured, refined, transferred, produced, imported, used, or processed from or by the Facilities, or from or by any other properties and assets (whether real, personal, or mixed) in which Sellers or any Acquired Company has or had an interest, or any geologically or hydrologically adjoining property, whether by Sellers, any Acquired Company, or any other Person.

        (a).  The term "Intellectual Property Assets" includes:

        (b).  Part 3.21(b) of the Disclosure Letter contains a complete and accurate list and summary description, including any royalties paid or received by the Acquired Companies, of all Contracts relating to the Intellectual Property Assets to which any Acquired Company is a party or by which any Acquired Company is bound, except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $1000 Canadian Dollars under which an Acquired Company is the licensee. There are no outstanding and, to Sellers' Knowledge, no threatened disputes or disagreements with respect to any such agreement.

        (c).  Know-How Necessary for the Business.

        (d).  Patents.

        (e).  Trademarks.

        (f).   Copyrights.

        (g).  Trade Secrets.

        (a).  No representation or warranty of Sellers in this Agreement and no statement in the Disclosure Letter omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

        (b).  No notice given pursuant to Section 5.5 will contain any untrue statement or omit to state a material fact necessary to make the statements therein or in this Agreement, in light of the circumstances in which they were made, not misleading.

        (c).  To the Knowledge of the Sellers or the Acquired Companies, there is no fact known to either Seller that has specific application to either Seller or any Acquired Company (other than general economic or industry conditions) and that materially adversely affects or materially threatens, the assets, business, prospects, financial condition, or results of operations of the Acquired Companies (on a consolidated basis) that has not been set forth in this Agreement or the Disclosure Letter.

        (a).  This Agreement constitutes the legal, valid, and binding obligation of Western, enforceable against Western in accordance with its terms. Upon the execution and delivery by Western of the Ancillary Agreements, the Ancillary Agreements will constitute legal, valid, and binding obligations of Western, enforceable against Western in accordance with their respective terms. Western has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations under this Agreement and the Ancillary Agreements.

        (b).  Neither the execution and delivery of this Agreement by Western nor the consummation or performance of any of the Contemplated Transactions by Western will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to any provision of Western's articles or certificate of incorporation or bylaws; any resolution adopted by the board of directors or the stockholders of Western; any legal requirement or Order to which Western may be subject; or any Contract to which Western is a party or by which Western may be bound.

        (a).  All of the covenants and obligations that Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of

these covenants and obligations (considered individually), must have been duly performed and complied with in all material respects.

        (b).  Each document required to be delivered pursuant to Section 2.7 must have been delivered, and each of the other covenants and obligations in Section 5 must have been performed and complied with in all respects.

        (a).  an opinion of Seller's counsel, dated the Closing Date, in a form acceptable to Western;

        (b).  such other documents as Western may reasonably request for the purpose of (i) evidencing the accuracy of any of Sellers' representations and warranties, (ii) evidencing the performance by either Seller of, or the compliance by either Seller with, any covenant or obligation required to be performed or complied with by such Seller, (iii) evidencing the satisfaction of any condition referred to in this Section 7, or (iv) otherwise facilitating the consummation or performance of any of the Contemplated Transactions.

        (a).  All of the covenants and obligations that Western is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been performed and complied with in all material respects.

        (b).  Western must have delivered each of the documents required to be delivered by Western pursuant to Section 2.7 and must have made the cash payments required to be made by Western pursuant to Sections 2.7(b)(i) and 2.7(b)(ii).

        (a).  by either Western or Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;

        (b).  by Western if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Western to comply with its obligations under this Agreement) and Western has not waived such condition on or before the Closing Date; or

        (c).  by Sellers, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Sellers have not waived such condition on or before the Closing Date;

        (d).  by mutual consent of Western and Sellers; or

        (e).  by either Western or Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before July 15, 2004 or such later date as the parties may agree upon.

        (a).  any breach of any representation or warranty made by Sellers in this Agreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement;

        (b).  any breach by any Seller of any covenant or obligation of such Seller in this Agreement; or

        (c).  any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any Seller or any Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions.

        (a).  any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Sellers or any Acquired Company has or had an interest, or (B) any Hazardous Materials or other contaminants that were present on the Facilities or such other properties and assets at any time on or prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, or otherwise handled by Sellers or any Acquired Company or by any other Person for whose conduct they are or may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted by Sellers or any Acquired Company or by any other Person for whose conduct they are or may be held responsible; or

        (b).  any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other damage of or to any Person, including any employee or former employee of Sellers or any

Acquired Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Acquired Companies prior to the Closing Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Sellers or any Acquired Company or any other Person for whose conduct they are or may be held responsible, at any time on or prior to the Closing Date.

        (a).  Any Damages for which an Indemnified Person shall be entitled to indemnification pursuant to this Section 10 will be immediately payable to such Indemnified Person by the reduction of the Holdback amount by an amount equal to the amount of such Damages. Such reduction shall be effected by (i) first, reducing the Holdback amount by an amount equal to the amount of such Damages, and (ii) second, to the extent that the amount of such Damages exceeds the available Holdback or if the Holdback has already been paid to the Sellers, by notifying Sellers of an indemnification claim pursuant to Section 8.2 and 8.3. The parties acknowledge and agree that in the event of a dispute (as defined in Section 11.5) between the parties which relates, directly or indirectly, to a claim by an Indemnified Person under this Section 8, a portion or all of the Holdback that may otherwise be payable to the Sellers, up to an amount equal to the Estimated Claim Amount may be withheld by Western pending resolution of such dispute in

accordance with Section 9.5, and, if such dispute is resolved in the Sellers' favor, Western shall not be liable for any damages to any of the Sellers resulting from or arising in connection with the payment of the Holdback being so withheld pending resolution of such dispute. The term "Estimated Claim Amount" means Western' good faith estimate of the Damages for which it may be entitled to indemnification hereunder in relation to any claim (which amount, in the case of a Third Party Claim, may include the entire amount of Damages claimed by a third party plaintiff against the Indemnified Person(s)).

        (b).  An Indemnified Person may apply claims for indemnification against the Holdback in whole or partial satisfaction thereof and may recover the Holdback amount to the extent of such claims, in accordance with the terms of this Agreement, without first making any other claims directly against the Sellers or Company, without rescinding or attempting to rescind any transaction consummated by this Agreement and without first exhausting any other remedies that may be available to it with respect to the subject matter of any claim, and such Indemnified Person will proceed directly in accordance with the provisions of this Agreement.

        (c).  Western will pay the Escrow Amount (reduced as provided in Section 10.6(a) above, if applicable) to the Sellers as stated in Section 2.4(c) of this Agreement, or such later date as all outstanding claims as of the Closing Date for which an Indemnified Person may be entitled to indemnification under this Section 10 have been resolved.

        (a).  The law firm of McCarthy Tetrault, LLP (Quebec City Office) shall act as representative (the "Representative") of all Sellers for purposes of the indemnification provisions of this Section 8 (except as set forth in Section 8.7(d) below) until such time as he may be replaced in accordance with Section 8.7(e) below, and is duly authorized to be such Representative and may bind the Sellers. Promptly after the receipt of notice of, or discovery of, any demand or other basis for any claim by an Indemnified Person, the Indemnified Person will give the Representative a Notice of Claim (as defined in and in accordance with Section 8.8) provided, however, that any omission or delay in so notifying the Sellers shall not relieve the Sellers from any liability which the Sellers may have to any Indemnified Person unless and to the extent only that the Sellers do not otherwise learn of such demand and such omission or delay results in the forfeiture by the Sellers of material rights and defenses. An Indemnified Person may assert a claim at any time prior to the applicable Release Date. Within ten (10) calendar days of delivery of a Notice of Claim, the Representative may, at the expense of the Sellers, elect to contest such claim and in such event, the contest of such claim will be conducted in accordance with Section 9.5.

        (b).  In the event that the claim involves a demand, suit, action, arbitration, investigation, inquiry or proceeding brought by a third party against such Indemnified Person(s) (a "Third Party Claim"), the Representative may elect to defend such Third Party Claim (acting in accordance with this Section 8) to conclusion or settlement satisfactory to the Indemnified Person (and if the Indemnified Person is Western) subject to using counsel reasonably acceptable to the Indemnified Person and the payment of all Damages as they are incurred, including fees and expenses in connection with the investigation and settlement of such Third Party Claim, as such Damages are incurred; provided, that the Representative may not elect to defend or settle any such Third Party Claim if such Third Party Claim includes a request for equitable relief against the Indemnified Person(s).

        (c).  If the Representative makes the foregoing election with respect to the defense of any Third Party Claim, the Indemnified Person will have the right to participate at its own expense in all proceedings with respect to such Third Party Claim. If the Representative does not make an election to defend such Third Party Claim, the Indemnified Person shall be free to handle the defense of any such Third Party Claim, will take all necessary steps to defend such Third Party

Claim to conclusion or settlement satisfactory to the Indemnified Person, will notify the Representative of the progress of any such Third Party Claim, will permit the Representative at the sole cost of the Representative to participate in such defense and, except in the case of an actual or potential conflict of interest between the Indemnified Person(s) and the Sellers, will provide the Representative with reasonable access to all relevant information and documentation relating to the Third Party Claim and the Indemnified Person's defense thereof. In any case, the party not in control of the Third Party Claim will cooperate with the other party in the conduct of the defense of such Third Party Claim. The Representative will not compromise or settle any such Third Party Claim without the written consent of the Indemnified Person, which consent shall not be unreasonably withheld or delayed provided, that any Indemnified Person shall not be required to obtain the consent of the Sellers to compromise or settle in good faith any Third Party Claim in the following circumstances: (A) the Indemnified Person releases the Sellers from any liability to indemnify the Indemnified Persons hereunder from any such Third Party Claim; or (B) the part of the Third Party Claim that is settled relates only to equitable relief, or (C) the Majority Sellers fail to agree on the appointment of a Representative pursuant to Section 8.7(e) or on the conduct of the defense or settlement of such Third Party Claim. In the event that a Third Party Claim is settled by an Indemnified Person with the written consent of the Representative or in the circumstances described in the preceding sentence, the Sellers agree to indemnify and hold harmless the Indemnified Person for the entire amount of such settlement, all other Damages incurred prior to the date of such settlement and Damages incurred in relation to the settlement, including fees and expenses, as such Damages are incurred. Any settlement (by the Indemnified Person, if the Indemnified Person controls the defense of such Third Party Claim) or by the Representative, if the Representative controls the defense of the Claim on behalf of Sellers) of any pending or threatened Third Party Claim in respect of which any Indemnified Person or the Sellers, as the case may be, is or could have been a party shall include an unconditional release of such Indemnified Person(s) or the Sellers, as the case may be, (whether or not such Indemnified Person(s) or Sellers, as the case may be, are party(ies) to the proceedings for such Third Party Claim) from all liability with respect to all Claims asserted and filed by such third party against such Indemnified Person or the Sellers, as the case may be, and any unasserted Claims relating to, or arising out of, the same alleged facts, events or circumstances that underlie the Third Party Claim and such settlement shall not include an admission of fault, culpability or a failure to act, by or on behalf of such Indemnified Person(s) or the Sellers as the case may be.

        (d).  The Representative shall have the power to act for the Sellers with respect to all transactions contemplated by this Agreement, and in connection with any dispute, litigation or arbitration involving this Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents as the Representative shall deem necessary or appropriate in connection with transactions contemplated by this Agreement, including without limitation, the power (i) to act for the Sellers with regard to matters pertaining to the indemnification referred to in this Agreement, including the power to compromise any claim on behalf of the Sellers and to transact matters of litigation; (ii) to do or refrain from doing any further act or deed on behalf of the Sellers which the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement, as fully and completely as each Seller could do if personally present; (iii) to receive all notices and service of process on behalf of the Sellers in connection with any claims or matters under this Agreement.

        (e).  The Sellers holding a majority of the voting power of the shares of the Company Capital Stock at the date of this Agreement (the "Majority Sellers") shall have the power to substitute any other Seller (with such Seller's consent) as a successor Representative hereunder. In the event that the Representative is unable to perform his duties hereunder and unable to substitute a successor Representative by reason of the death or incapacity of the Representative and no substitute

Representative has previously been appointed, a substitute Representative shall be appointed by the Majority Sellers.

        (f).   The Representative shall act for the Sellers on all matters set forth in this Agreement in a manner the Representative believes to be in the best interests of the Sellers and consistent with his obligations under this Agreement, but the Representative shall not be responsible to the Sellers for any loss or damages the Sellers may suffer by reason of the performance by the Representative of his duties under the Agreement, other than loss or damage arising from willful violation of the law or gross negligence in the performance of his duties under this Agreement. The Sellers agree, jointly and severally, to indemnify and hold harmless the Representative for any loss or damage arising from the performance of his duties as Representative hereunder, including, without limitation, the cost of any accounting firm or legal counsel retained by the Representative on behalf of the Sellers, but excluding any loss or damage arising from willful violation of the law or gross negligence in the performance of his duties under this Agreement.

        (g).  All actions, decisions and instructions of the Representative taken, made or given pursuant to the authority granted to the Representative hereunder shall be conclusive and binding upon all of the Sellers and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Western hereby acknowledges that the Representative may with respect to any particular action, decision or instruction, solicit the consent of the Sellers before acting.

        (h).  With regard to any obligation by the Sellers in this Section 8 to pay any fees, costs, or other Damages as they are incurred, the Sellers shall pay such fees, costs or other Damages, without setoff or counterclaim, within thirty days of being receiving an invoice for such Damages by the Indemnified Person(s).

        (i).   The provisions of this Section 8 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Seller.

        (j).   Sellers hereby consent to the non-exclusive jurisdiction of any court in which any action, arbitration, audit, hearing, investigation, litigation, suit or other proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

        (i)    The Estimated Claim Amount (as defined in Section 8.6(a)); and

        (ii)   A brief description, in reasonable detail (to the extent reasonably available to the Indemnified Person), of the facts, circumstances or events giving rise to the alleged claim and/or Damages based on the Indemnified Person's (or if the Indemnified Person is Company, Western') good faith belief thereof, including, without limitation, the identity and address of any third party claimant (to the extent reasonably available to the Indemnified Person), and copies of any formal demand or complaint.

Sellers:

with a copy to:

Western:

with a copy to:

        (a).  The internal laws of the province of Quebec and Canada (irrespective of its choice of law principles) will govern the validity of this Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto. Any dispute between the parties hereunder shall be settled by arbitration in Quebec City, Canada and, except as herein specifically stated, in accordance with the commercial arbitration rules of the Canadian Center for International Arbitration ("CCIA Rules") then in effect. However, in all events, these arbitration provisions shall govern over any conflicting rules, which may now or hereafter be contained in the CCIA Rules. Any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction over the subject matter thereof.

        (b).  Any such arbitration will be conducted before a single arbitrator who will be compensated for his or her services at a rate to be determined by the parties or by the Canadian Center for International Arbitration, but based upon reasonable hourly or daily consulting rates for the arbitrator in the event the parties are not able to agree upon his or her rate of compensation. The arbitration will be conducted in English and interpreted in Italian.

        (c).  The Canadian Center for International Arbitration will have the authority to select an arbitrator from a list of arbitrators who are lawyers familiar with Canadian contract law; provided, however, that such lawyers cannot work for a firm then performing services for either party, that each party will have the opportunity to make such reasonable objection to any of the arbitrators listed as such party may wish and that the Canadian Center for International Arbitration will select the arbitrator from the list of arbitrators as to whom neither party makes any such objection. In the event that the foregoing procedure is not followed, each party will choose one person from the list of arbitrators provided by the Canadian Center for International Arbitration (provided that such person does not have a conflict of interest), and the two persons so selected will select from the list provided by the Canadian Center for International Arbitration the person who will act as the arbitrator.

        (d).  Western and the Sellers will bear the expense of deposits and advances required by the arbitrator in equal proportions, but either party may advance such amounts, subject to recovery as an addition or offset to any award. The arbitrator will award to the prevailing party, as determined by the arbitrator, all costs, fees and expenses related to the arbitration, including reasonable fees and expenses of attorneys, accountants and other professionals incurred by the prevailing party.

        (e).  For any dispute submitted to arbitration, the burden of proof will be as it would be if the claim were litigated in a judicial proceeding.

        (f).   Upon the conclusion of any arbitration proceedings hereunder, the arbitrator will render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for any decision reached and will deliver such documents to each party to this Agreement along with a signed copy of the award. The arbitrator may not award punitive damages.

        (g).  The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement.

        (h).  Except as specifically otherwise provided in this Agreement, arbitration will be the sole and exclusive remedy of the parties for any dispute arising out of this Agreement. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the federal or state courts located in the province of Quebec in the judicial district of Quebec, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.