________________________________________

                             SUBSCRIPTION AGREEMENT
                    ________________________________________






                                  BY AND AMONG

                                 STRANDEL INC.

                                  GUESS?, INC.

                                      AND

                       FREEMARK ENTERTAINMENT CORPORATION








                                 July 31, 1999




                             SUBSCRIPTION AGREEMENT
                             ----------------------


        MEMORANDUM OF AGREEMENT made at Montreal on the 31st day of July, 1999


BY AND AMONG:                   STRANDEL INC., a corporation  incorporated under
                                the laws of Canada, with its registered office
                                at 7077 Park Avenue, Suite 5031, Montreal,
                                Quebec, H3N 1X7,

                                                             the "Corporation");

AND:                            GUESS?, INC., a corporation incorporated under
                                the laws of Delaware, with its registered office
                                at 1444 South Alameda Street, Los Angeles,
                                California, 90021, U.S.A.,

                                                              (the "Purchaser");

AND:                            FREEMARK ENTERTAINMENT CORPORATION, a
                                corporation incorporated under the laws of
                                Canada, with its registered office at 7077
                                Park Avenue, Suite 503, Montreal, Quebec, H3N
                                1X7,

                                                                   ("Freemark").


     WHEREAS the  Purchaser  desires to subscribe for thirty  thousand  (30,000)
Class A Common Shares from the treasury of the Corporation,  in consideration of
an  aggregate  amount  of  three  million  dollars   ($3,000,000)  (the  "Equity
Investment"),  which would  increase its equity  position in the  Corporation to
60%,  at  such  price  and  on  such  terms  as   hereinafter   set  forth  (the
"Subscription"); and

     WHEREAS the Equity  Investment will be used by the Corporation for purposes
of working capital and to become current with trade creditors;

     THIS AGREEMENT  WITNESSETH  THAT, in  consideration of the mutual covenants
herein contained, it is agreed by and between the Parties as follows:

                                   ARTICLE I
                                 INTERPRETATION

     1.1  Definitions.  Where used herein or in any amendments  hereto or in any
communication  required or permitted to be given hereunder,  the following terms
shall have the following  meanings,  respectively,  unless the context otherwise
requires:

(a)  "Agreement"  shall mean this  Subscription  Agreement  and all  instruments
     supplemental  hereto or in  amendment  of  confirmation  hereof;  "herein",
     "hereof",  "hereto",  "hereunder" and similar expressions mean and refer to
     this Agreement and not to any particular  Article,  Section,  Subsection or
     other subdivision;  "Article", "Section", "Subsection" or other subdivision
     of this  Agreement  means and  refers to the  specified  Article,  Section,
     Subsection or other subdivision of this Agreement.




                                      -2-

(b)  "Closing"   shall  mean  the  delivery  to  the   Purchaser  of  the  share
     certificates  for the Subscribed  Shares and the payment to the Corporation
     of the Subscription Price for the Subscribed Shares at the place of closing
     on the Closing Date.

(c)  "Closing Date" shall have the meaning ascribed thereto at Section 8.1.

(d)  "Financial  Statements"  shall  mean the  Corporation's  audited  financial
     statements  as at  March  31,  1999  and  the  combined  audited  financial
     statements  as at January 30, 1999 of 176995  Canada Inc.,  3032116  Canada
     Inc.,  2996197  Canada  Inc.,  3032507  Canada Inc.,  3098605  Canada Inc.,
     3133320 Canada Inc.,  3133338 Canada Inc., 3138925 Canada Inc. and Spinardi
     Inc.,  copies of which financial  statements are annexed hereto as Schedule
     1.1(d).

(e)  "Indemnified Party" shall have the meaning ascribed thereto at Section 7.3.

(f)  "Indemnifying  Party"  shall have the meaning  ascribed  thereto at Section
     7.3.

(g)  "Intellectual  Property  Rights"  shall mean (i) all  domestic  and foreign
     patents,  trade  marks,  trade  names,  service  marks,  copyrights,  trade
     secrets, inventions,  know-how,  technology,  software, licenses, and other
     intellectual  property,  and (ii) all  registrations  and  applications for
     registration of intellectual  property;  and "Intellectual  Property Right"
     shall mean any one of them.

(h)  "Laws" shall mean:

     (i)  all  constitutions,   treaties,  laws,  statutes,  codes,  ordinances,
          orders, decrees, rule, regulations, and municipal by-laws; and

     (ii) all  judgments,  orders,  writs,  injunctions,   decisions,   rulings,
          decrees, and awards of any governmental authority or body,

     in each case binding on or affecting the Party or Person referred to in the
     context in which such word is used; and "Law" shall mean any one of them.

(i)  "License"  and  "Licenses"  shall  have the  respective  meanings  ascribed
     thereto at Section 3.1(z).

(j)  "Lien"  and  "Liens"  shall mean  any  pledge,  hypothec,   charge,  claim,
     restriction on transfer,  mortgage, security interest or encumbrance of any
     sort.

(k)  "Losses" shall have the meaning ascribed thereto at Section 7.1.

(l)  "Parties" shall mean the Purchaser, Freemark and Strandel; and "Party"
     shall mean any one of them.

(m)  "Person"  shall  mean an  individual,  corporation,  company,  cooperative,
     partnership,  limited liability company, trust, unincorporated association,
     entity with juridicial  personality or governmental  authority or body, and
     pronouns which refer to a Person shall have a similarly extended meaning.




                                      -3-

(n)  "Reorganization"  shall mean the transfer by the  Purchaser and Freemark of
     all of the issued and  outstanding  shares of the capital of 3535762 Canada
     Inc. to the Corporation according to the terms disclosed in Schedule 1.1(n)
     annexed hereto.

(o)  "Subscribed  Shares"  shall  mean  30,000  Class A Common  Shares  from the
     treasury of the Corporation representing, after giving effect to said share
     subscription, 40% of the issued and outstanding shares of the share capital
     of the Corporation, delivered to the Purchaser.

(p)  "Subscription  Price"  shall have the meaning  ascribed  thereto at Section
     2.1.

(q)  "Subsidiaries"  shall  mean  3535762  Canada  Inc.,  3106021  Canada  Inc.,
     Spinardi  Inc.,  176995 Canada Inc.,  3562786  Canada Inc.,  3138925 Canada
     Inc.,  3032507  Canada  Inc.,  3032116  Canada Inc.,  2996197  Canada Inc.,
     3098605 Canada Inc., 3133320 Canada Inc. and 3133338 Canada Inc.

(r)  "Tax" and "Taxes" shall have the respective  meanings  ascribed  thereto at
     Section 3.1(w).

1.2  Schedules.  The  following is a list of the Schedules  attached  hereto and
incorporated herein by reference:

        Schedule 1.1(d)   -    Financial Statements
        Schedule 1.1(n)   -    Reorganization
        Schedule 3.1(d)   -    No Conflict
        Schedule 3.1(e)   -    Corporate Chart
        Schedule 3.1(f)   -    Subsidiary
        Schedule 3.1(g)   -    No Options
        Schedule 3.1(j)   -    Liabilities
        Schedule 3.1(l)   -    No Changes; No Unusual Transactions
        Schedule 3.1(m)   -    Permitted Liens
        Schedule 3.1(o)   -    Condition and Sufficiency of Assets; Inventory
        Schedule 3.1(p)   -    Place of Business
        Schedule 3.1(q)   -    Intellectual Property Rights
        Schedule 3.1(r)   -    Contracts
        Schedule 3.1(t)   -    Insurance
        Schedule 3.1(u)   -    Bank Accounts
        Schedule 3.1(v)   -    Outstanding Litigation
        Schedule 3.1(w)   -    Tax Matters
        Schedule 3.1(z)   -    Licenses
        Schedule 3.1(bb)  -    Benefit Plans
        Schedule 3.1(cc)  -    Environmental Matters
        Schedule 4.1(c)   -    Form of Unanimous Shareholders Agreement
        Schedule 4.1(d)   -    Form of Employment Agreements
        Schedule 4.1(f)   -    Form of Loan Agreement
        SChedule 4.1(g)   -    Form of Opinion of Counsel for the Corporation



                                      -4-

                                   ARTICLE II
                                 SUBSCRIPTIONS


2.1  Subscription.  Upon and  subject to the terms and  conditions  hereof,  the
Purchaser  hereby   subscribes  for  the  Subscribed  Shares  for  an  aggregate
subscription   price  equal  to  three   million   dollars   ($3,000,000)   (the
"Subscription Price") all of which shall be allocated to the Subscribed Shares.

2.2  Acceptance.  The  Corporation  hereby   accepts  the  subscription  of  the
Purchaser for the  Subscribed  Shares  indicated in Section 2.1,  subject to the
terms and conditions contained herein.

2.3 Payment of the Subscription Price.  Purchaser hereby acknowledges receipt of
the Subscribed  Shares and the Corporation  hereby  acknowledges  receipt of the
Subscription  Price, by way of certified  cheque or bank draft. It is understood
that the entire  Subscription Price shall be added to the stated capital account
of the Class A Common Shares.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Corporation and Freemark.  Each of the
Corporation and Freemark,  on a solidary (joint and several) basis, each waiving
the  benefits  of  division  and  discussion,  represents  and  warrants  to the
Purchaser as follows and  acknowledges  that the  Purchaser is relying upon such
representations  and  warranties  in  connection  with the  subscription  by the
Purchaser of the Subscribed Shares and that the Purchaser would not have entered
into this Agreement without such representations and warranties:

(a)  Due Incorporation. Each of the Corporation, the Subsidiaries and Freemark:

     (i)  is duly incorporated,  validly existing and in good standing under the
          Laws of its jurisdiction of incorporation; and

     (ii) has all  necessary corporate  power and  authority  to own,  lease and
          operate  its  properties  and to conduct  its  business  as and in the
          places where such properties are now owned, leased or operated or such
          business is now conducted.

(b)  Due  Authorization.  Each of the Corporation and Freemark has the necessary
     corporate  power and authority to execute this Agreement and to perform its
     obligations  hereunder.  The  execution  of this  Agreement  by each of the
     Corporation and Freemark and the performance by each of the Corporation and
     Freemark  of its  obligations  hereunder  has been duly  authorized  by all
     necessary  action on their part.  Such  execution and  performance  by the
     Corporation  and  Freemark  does not  require any action or consent of, any
     registration with, or notification to, any Person, or any action or consent
     under any Laws to which each of the  Corporation  and  Freemark is subject,
     except for any such  disclosure  as each of the  Corporation  and  Freemark
     shall  determine to be necessary or appropriate  to comply with  securities
     laws, stock exchange rules and/or covenants in loan agreements.



                                      -5-

(c)  Enforceability.  This  Agreement  constitutes  a legal,  valid and  binding
     obligation of the Corporation and of Freemark  enforceable  against them in
     accordance  with its terms,  except to the extent that  enforcement  may be
     limited by applicable bankruptcy, insolvency, reorganization, moratorium or
     other similar laws  affecting  creditors'  rights  generally and by general
     principles of equity.

(d)  No Conflict.  The  execution of this  Agreement,  the  consummation  of the
     transactions   contemplated   herein,   the  performance  by  each  of  the
     Corporation and Freemark of its obligations hereunder and the compliance by
     each of the Corporation and Freemark with this Agreement do not:

     (i)  violate,  contravene or breach,  or  constitute a default  under,  the
          constating instruments or by-laws of the Corporation or of Freemark;

     (ii) violate,  contravene  or breach,  or  constitute  a default  under any
          contract, agreement, indenture, instrument, or commitment to which the
          Corporation or the  Subsidiaries  may be a party, or their  properties
          may be  subject,  or by which  either  of them is  bound or  affected,
          except for those agreements listed in Schedule 3.1(d);

     (iii)result in, or give any  Person the right to seek,  or to cause (a) the
          termination,  cancellation,   modification,  amendment,  variation  or
          renegotiation  of any contract,  agreement,  indenture,  instrument or
          commitment  to which the  Corporation  or the  Subsidiaries  or any of
          their  properties may be a party or subject or by which either of them
          is bound or affected,  or (b) the  acceleration  or  forfeiture of any
          term of  payment,  or (c) the loss in whole or in part of any  benefit
          which  would         otherwise   accrue  to  the  Corporation  or  the
          Subsidiaries, except for these agreements listed in Schedule 3.1(d);

     (iv) result in, or  require  the  creation  of any lien, hypothec,  pledge,
          charge,  prior  claim,  security  interest,  adverse  claim  or  other
          encumbrance or right of others of any nature,  whatsoever or howsoever
          arising (individually,  a "Lien" and collectively,  "Liens"), upon any
          of the  Subscribed  Shares  or any of  the  Subscribed  Shares  or any
          property of the Corporation of the Subsidiaries; or

     (v)  violate, contravene or breach any Laws.

(e)  Authorized and Issued  Capital.  The authorized  capital of the Corporation
     consists of an unlimited  number of Class A Common  Shares,  Class B Common
     shares,  Class A  Preferred  shares,   Class B  Preferred  Shares,  Class C
     Preferred  shares and Class D Preferred  shares,  of which thirty  thousand
     (30,000)  Class A Common  Shares  (and no more) have been  (without  giving
     effect  to  the  Subscription)   validly  subscribed  and  issued  and  are
     outstanding as fully paid and non-assessable, free and clear of all Liens.

     Immediately  following  the  issuance  pursuant  hereto  of the  Subscribed
     Shares,  the  Subscribed  Shares  represent  40% of all of the  issued  and
     outstanding shares in the capital of the Corporation.

     All of  the  issued  outstanding  shares  in the  capital  of  each  of the
     Subsidiaries have been validly  subscribed and issued,  and are outstanding
     as  fully  paid  non-assessable,  free  and  clear  of all  Liens  and  are
     beneficially  owned by the Corporation or any of the  Subsidiaries,  as the
     case may be, as the corporate chart sets out in Schedule 3.1(e).



                                       -6-


(f)  No Subsidiary.  Except as disclosed in Schedule 3.1(f) annexed hereto,  the
     Corporation does not own, directly or indirectly, any shares in the capital
     of any Person and has never had any property interest in any Person.

(g)  No Options.  Except as disclosed in Schedule 3.1(g).  There is no:

     (i)  outstanding  security of the  Corporation  or any of the  Subsidiaries
          convertible or exchangeable or exercisable into any share or shares in
          the capital of the Corporation or any Subsidiary;

     (ii) outstanding   subscription,   option,  warrant,  call,  commitment  or
          agreement obligating the Corporation or the Subsidiaries, presently or
          in the  future,  to issue any share or  shares of its  capital  or any
          security or securities of any class or kind which in any way relate to
          the authorized or issued capital of the Corporation or any Subsidiary;

     (iii)agreement  (other than this Agreement)  which grants to any Person the
          right to purchase or otherwise  acquire any share or shares issued and
          outstanding in the capital of the Corporation or any Subsidiary; or

     (iv) voting trust or voting  agreement  or pooling  agreement or proxy with
          respect  to any  shares  of the  capital  of  the  Corporation  or any
          Subsidiary.

(h)  Books and Records. The minute books of the Corporation and the Subsidiaries
     are complete and accurate and contain copies of all by-laws and resolutions
     passed by the  shareholders  and directors (and any  committees)  since the
     respective  dates  of  their  incorporation;   all  of  which  by-laws  and
     resolutions have been duly passed.

     The share  certificate  books,  registers  of  shareholders,  registers  of
     transfers   and  registers  of  directors  of  the   Corporation   and  the
     Subsidiaries are complete and accurate.

     The financial  books and records of the  Corporation  and the  Subsidiaries
     have been  maintained  in  accordance  with sound  business  practices  and
     fairly,  accurately and completely  present and disclose in accordance with
     generally  accepted  accounting  principles  consistently  applied  (i) the
     financial  position of the Corporation and the  Subsidiaries,  and (ii) all
     material transactions of the Corporation and the Subsidiaries.

(i)  Financial  Statements.  The Financial  Statements  fairly,  accurately  and
     completely present and disclose in all material respects in accordance with
     GAAP (i) the financial position of the Corporation and of the Subsidiaries,
     (ii) the results of operations of the Corporation and the Subsidiaries, and
     (iii) the  changes in the  financial  position of the  Corporation  and the
     Subsidiaries,  all as at the dates and for the  periods  therein  specified
     (except  that in the case of  unaudited  statements,  such  statements  are
     subject to audit and year-end adjustments, and do not have any notes).



                                      -7-

(j)  Liabilities.   Each  of  the  Corporation  and  the   Subsidiaries  has  no
     liabilities  or  obligations  of any  nature  whatsoever,  whether  direct,
     indirect,  absolute,  contingent or otherwise, except for those liabilities
     or  obligations  (i)  reflected in or reserved  against in their  Financial
     Statements, (ii) incurred after their respective year ends in the usual and
     ordinary  course of business  consistent  with past practice,  or (iii) set
     forth in Schedule 3.1(j) annexed hereto.

(k)  Accounts  Receivable.  All accounts  receivable of the  Corporation and the
     Subsidiaries  are bona fide,  result from the ordinary  course of business,
     have been properly recorded in the ordinary course of business.

(l)  No Changes; No Unusual Transactions. Except as disclosed in Schedule 3.1(l)
     since the last audited  balance sheet date, the Corporation and each of the
     Subsidiaries  has conducted  its business in the ordinary  course and there
     has not been any  material  change  in  either  the  business,  operations,
     properties, or condition of the Corporation and the Subsidiaries taken as a
     whole,  nor any event,  condition on contingency  that could  reasonably be
     expected to result in any such material change.

(m)  Title to Property. The Corporation and each of the Subsidiaries is the sole
     and  unconditional  owner of, and has a good and valid  title to all of its
     assets reflected on the Financial  Statements,  or which have been acquired
     on or after  January 30, 1999 (other than such assets  consumed or disposed
     of on or after January 30, 1999 in the ordinary course of business and in a
     manner  consistent with past practice),  in each case free and clear of all
     Liens, except for the Permitted Liens described in Schedule 3.1(m).

(n)  Immovable.  The Corporation  and the  Subsidiaries do not own any immovable
     property.

(o)  Condition  and  Sufficiency  of Assets;  Inventory.  Except as disclosed in
     Schedule   3.1(o)annexed   hereto,  all  of  the  tangible  assets  of  the
     Corporation and the  Subsidiaries  are (i) in good operating  condition and
     repair, ordinary wear and tear excepted, (ii) not in need of maintenance or
     repairs  (except  ordinary or routine  maintenance  or repairs that are not
     material  in nature  or costs,  individually  or  collectively),  and (iii)
     adequate and sufficient  for the continuing  conduct of the business of the
     Corporation and the Subsidiaries as now conducted.

     All  inventory  of each of the  Corporation  and the  Subsidiaries  is of a
     quality and quantity usable and salable in the ordinary course of business.

(p)  Location;  Place of Business.  Other than inventory in transit and vehicles
     used in the  transportation of such inventory,  each of the Corporation and
     the Subsidiaries does not hold, directly or indirectly, any of its moveable
     or personal  property  anywhere  other than in the  locations  set forth in
     Schedule 3.1(p) annexed hereto.

(q)  Intellectual Property Rights. Other than the license agreement entered into
     with the  Purchaser  or  licenses  related  to the use of  software  in the
     ordinary course of business,  the only Intellectual Property Rights used by
     the  Corporation  and the  Subsidiaries  are related to the use of the name
     Strandel.  The operations of the business do not infringe the  Intellectual
     Property  Rights of any  Person.  No  proceeding  for  infringement  of the
     Intellectual Property Rights of any Person is pending or threatened against
     the Corporation or the  Subsidiaries in connection with the business of any
     of its  affiliates (as defined under the Canada  Business  Corporations
     Act).



                                      -8-

(r)  Contracts; Leases. Schedule 3.1(r) annexed hereto contains a description of
     all  written  or  oral  contracts,  agreements,  indentures,   instruments,
     commitments  and all the  leases  to which  the  Corporation  or any of the
     Subsidiaries  is a party or by which it is bound other than (i)  involving
     receipts or expenditures of the Corporation of less than $100,000 per annum
     or (ii) verbal  contracts  of  employment  which are  terminable  on notice
     required  by law,  or (iii)  purchase  orders  issued  or  received  in the
     ordinary course of business.

     Except as disclosed in Schedule 3.1(d),  all leases to which the Company or
     any Subsidiary is a party are in good standing and in full force and effect
     without   amendment   thereto,   and  each  of  the   Corporation  and  the
     Subsidiaries,  as the case may be, is entitled to all  benefits  under such
     leases.

(s)  Guarantees. Neither the Corporation nor any Subsidiary is party to or bound
     either  absolutely  or  on  a  contingent  basis  by  any  comfort  letter,
     understanding  or agreement of  guarantee,  indemnification,  assumption or
     endorsement  or any like  commitment  with  respect to the  liabilities  or
     obligations  of  any  Person  (whether   accrued,   absolute  or  otherwise
     contingent), except in the ordinary course of business.

(t)  Insurance.  Schedule  3.1(t) is a true and complete  list of all  insurance
     policies  currently  maintained by or for each of the  Corporation  and the
     Subsidiaries.  The  coverage  under  each such  policy is in full force and
     effect and each of the  Corporation and the  Subsidiaries,  as the case may
     be, is in good standing under such policies.

     The Corporation  and the  Subsidiaries  have not received  notice  of, and
     each  of  Freemark  and  the  Corporation  has no  knowledge  of any  fact,
     condition  or  circumstance  which might  reasonably  form the basis of any
     claim against the Corporation or any of the  Subsidiaries  which (i) is not
     fully covered by insurance  (subject to  deductibles)  maintained by or for
     the  Corporation or any of the  Subsidiaries,  or (ii) could  reasonably be
     expected to result in any  increase in  insurance  premiums  payable by the
     Corporation or any of the Subsidiaries.

(u)  Bank Accounts.  Schedule  3.1(u) annexed hereto sets forth the name of each
     Person with whom each of the Corporation and the Subsidiaries  maintains an
     account or safety  deposit box and the names of all Persons  authorized  to
     draw thereon or to have access thereto.

(v)  Litigation.  Except as disclosed in Schedule 3.1(v) annexed  hereto,  there
     are  (i)  no  actions,  claims,  investigations,   arbitrations,  or  other
     proceedings  pending or, to the  knowledge of Freemark or the  Corporation,
     threatened   against,   any  of  the   Corporation's  or  any  Subsidiary's
     properties,  which if adversely  determined  would have a material  adverse
     effect on the  Corporation  or the  Subsidiaries;  and (ii) no  outstanding
     judgments,  orders,  decrees,  writs,  injunctions,  decisions,  rulings or
     awards against, with respect to, or in any manner affecting the Corporation
     or any of the Subsidiaries or their respective properties.



                                      -9-

(w)  Tax  Matters.  For the  purposes  of this  Agreement,  the term  "Tax"  or,
     collectively,   "Taxes"  shall  mean  (i)  any  and  all  federal,   state,
     provincial,  municipal,  local and  foreign  taxes,  assessments  and other
     governmental charges, duties,  impositions and liabilities including Canada
     Pension Plan and Provincial  Pension Plan  contributions  and  unemployment
     insurance  contributions and employment insurance  contributions  including
     taxes based upon or measured by gross  receipts,  income,  profits,  sales,
     capital  use and  occupation,  goods  and  services,  and value  added,  ad
     valorem, transfer, franchise,  withholding, payroll, recapture, employment,
     excise and  property  taxes,  together  with all  interest,  penalties  and
     additions  imposed with respect to such amounts and (ii) any  liability for
     the  payment  of any  amounts of the type  described  in clause (i) of this
     Section  3.1(w)  as a  result  of any  express  or  implied  obligation  to
     indemnify  any other  person or as a result  of any  obligations  under any
     agreements  or  arrangements  with any other  person  with  respect to such
     amounts and including any liability for taxes of a predecessor entity.

     (i)  Tax Returns and Audits

          1.   The Corporation and the Subsidiaries have correctly  computed all
               Taxes prepared and duly and timely filed all federal, provincial,
               local and foreign returns, estimates,  information statements and
               reports  ("Tax  Returns"),  required  to be filed  by them,  have
               timely  paid all Taxes  which are due and  payable  and have made
               adequate provision in the Financial Statements for the payment of
               all Taxes that are or may become  payable for any  taxation  year
               ending on or prior to March 31,  1999.  The  Corporation  and the
               Subsidiaries have made adequate and timely  installments of Taxes
               required to be made.

          2.   With respect to any periods for which Tax Returns the Corporation
               and the  Subsidiaries  have not yet been  required to be filed or
               for  which  Taxes  are not yet due and  payable,  they  have only
               incurred  liabilities  for  Taxes in the  ordinary  course of its
               business and in a manner consistent with prior periods.

          3.   All Tax Returns of the Corporation and the Subsidiaries have been
               assessed  through  and  including  each of the dates set forth in
               Schedule 3.1(w), and there are no outstanding waivers,  except as
               set  forth in  Schedule  3.1(w),  of any  limitation  periods  or
               agreements  providing  for an extension of time for the filing of
               any Tax Return or the payment of any Tax by the  Corporation  and
               the Subsidiaries or any outstanding  objections to any assessment
               or reassessment of Taxes. Any  deficiencies  proposed as a result
               of such  assessments or  reassessments of the Tax Returns through
               and  including  the dates set forth in Schedule  3.1(w) have been
               paid  and  settled  with  the  exception  of  the  GST/PST  Taxes
               assessments as set forth in Schedule 3.1(j).



                                      -10-

          4.   There are no contingent Tax liabilities or any grounds that could
               prompt an assessment  or  reasssessment,  including,  but without
               limitation, aggressive treatment of income, expenses, deductions,
               credits or other  amounts in the filing of earlier or current Tax
               Returns,  nor have the Corporation and the Subsidiaries  received
               any indication from any taxation  authorities  that an assessment
               or reassessment of Tax is proposed.

          5.   The  Corporation  and the  Subsidiaries  have  withheld form each
               payment  made to any of  their  past  and  present  shareholders,
               directors, officers, employees and agents the amount of all Taxes
               and other  deductions  required to be withheld and have paid such
               amounts  when due,  in the form  required  under the  appropriate
               legislation,  or made adequate  provision for the payment of such
               amounts to the proper receiving authorities.

          6.   The  Corporation  and the  Subsidiaries  have collected from each
               receipt  from any of the past and  present  customers  (or  other
               persons  paying   amounts to the  Corporation)  the amount of all
               Taxes  (including  goods and  services tax and  provincial  sales
               taxes) required to be collected and have remitted such Taxes when
               due, in the form required  under the  appropriate  legislation or
               made  adequate  provision  for the  payment of such amount to the
               proper receiving authorities.

          7.   The  Corporation  and the  Subsidiaries  are not  subject  to any
               assessments,  levies, penalties or interest with respect to Taxes
               which will result in any  liability  on  their part in respect of
               any period  ending on or prior to the date hereof,  in  excess of
               the amount to be provided for in the Financial Statement.

          8.   The  Corporation and the  Subsidiaries  have not been and are not
               currently  required  to file  any  returns,  reports,  elections,
               designations or other filings with any taxation authority located
               in any  jurisdiction  outside  Canada or outside the  province of
               Quebec.

          9.   Except as disclosed in Schedule  3.1(w), the Ccorporation and the
               Subsidiaries  have  not  filed  or  been  party  to any  election
               pursuant to Section 83 or 85 of the Income Tax Act (Canada)  (the
               "ITA") or the corresponding provisions of any provincial statute.

          10.  The  Corporation  and  the  Subsidiaries  have  not at  any  time
               benefited  from a  forgiveness  of debt,  except  pursuant to the
               transaction  with  Pantorama   Industries  Inc.  referred  to  in
               Schedule 3.1(l),  or entered into any transaction or  arrangement
               (including  conversion of debt into shares of its share  capital)
               which could have  resulted in the  application  of Section 80 and
               following of the ITA or the relevant provisions of any provincial
               statute.

          11.  Since its data of incorporation,  the Corporation and each of the
               Subsidiaries has been a "Canadian controlled private corporation"
               within  the  meaning  of the  ITA  and  the  relevant  provincial
               legislation.



                                      -11-

          12.  Except as disclosed in Schedule  3.1(w),  the Corporation and the
               Subsidiaries are not, nor have they been at any time,  associated
               (within  the  meaning  of the  ITA and  the  relevant  provincial
               legislation) with any other corporation.

          13.  The  Corporation  and the  Subsidiaries  have made  available  to
               Purchaser or its legal counsel,  copies of all available foreign,
               federal,  state,  provincial  and local  income and all state and
               local  sales  and use Tax  Returns  for the  Corporation  and the
               Subsidiary filed for all periods since its inception.

          14.  There  are no  Liens  on the  assets  of the  Corporation  or any
               Subsidiaries  relating  to or  attributable  to Taxes  other than
               Liens for Taxes not yet due and payable.

          15.  As of the  Closing,  there will not be any  contract,  agreement,
               plan or arrangement,  including but not limited to the provisions
               of this  Agreement,  covering  any employee or former employee of
               the Corporation  that,  individually or collectively,  could give
               rise to the payment of any amount that would not be deductible by
               the   Corporation  or  the   Subsidiaries  as  an  expense  under
               applicable Law other than  reimbursements  of a reasonable amount
               of  travel,   entertainment   expenses  and  other  nondeductible
               expenses that are commonly paid by similarly situated  businesses
               in reasonable amounts.

          16.  The  Corporation and the  Subsidiaries  tax basis in their assets
               (and the undepreciated  capital cost of such assets) for purposes
               of determining their future amortization,  depreciation and other
               Federal  and  provincial  income  tax  deductions  is  accurately
               reflected on the Corporation's Tax Returns and records.

          17.  The Corporation and the Subsidiaries  have not acquired  property
               or services from, or disposed of property,  or provided  services
               to a person  with whom they do not deal at arm's  length  (within
               the meaning of the ITA and the relevant  provincial  legislation)
               for an amount  that is other than the fair  market  value of such
               property  or  services,  or have been  deemed to have done so for
               purposes of the ITA and the relevant provincial legislation.

(x)  Reorganization.   All  the  steps  and  transactions  contemplated  by  the
     Reorganization  have  been  fully  implemented  and have been  effected  in
     compliance with all Laws and have not caused or resulted, nor shall they as
     at the Closing Date cause or resulted, in any (i) adverse  financial or Tax
     consequences to the Corporation or any of its Subsidiaries, (ii) current or
     deferred  liability to the Corporation or any of its  Subsidiaries or (iii)
     any liability for Taxes,  interest or penalties  under any Tax Laws for the
     Corporation.  All of the assets of the  Corporation  are sufficient for the
     continuing conduct of the business as currently  conducted and as conducted
     in the past. The assets of Corporation include all of the assets and rights
     necessary  for the conduct of the business on a going  forward  basis.  The
     Corporation  shall be  responsible  for the costs and expenses  incurred in
     connection with the preparation of the documents for the  implementation of
     the Reorganization.



                                      -12-

(y)  Paid-up  Capital.  The  paid-up  capital  for tax  purposes  of each of the
     Subscribed  Shares  is no  less  than  its  stated  capital  for  corporate
     purposes.

(z)  Licenses,  Permits. To the knowledge of the Corporation and Freemark,  each
     of the Corporation and the Subsidiaries has, and is in full compliance with
     and  entitled  to  all  of  the  benefits  under,  all  permits,  licenses,
     certificates of compliance,  consents,  approvals and authorizations of, or
     registrations  with,  any  governmental,  judicial or public  authority  or
     regulatory  body   (collectively,   the  "Licenses",   and  individually  a
     "License")  necessary  or  required to conduct  its  business as  presently
     conducted,  and each License has been  validly  issued and is in full force
     and effect.  Other than as set forth in  Schedule  3.1(z)  annexed  hereto,
     there are no Licenses  required to conduct the business of the  Corporation
     or any of the Subsidiaries as presently conducted.

(aa) Employee Matters. Each of the Corporation and the Subsidiaries has complied
     in all material  respects,  with all applicable Laws relating to employment
     matters, including,  without limitation, any provisions thereof relating to
     wages and hours.

(bb) Benefit  Plans.  Except as set forth in Schedule  3.1(bb)  annexed  hereto,
     neither  the  Corporation  nor any of the  Subsidiaries  is a party  to any
     pension, retirement, bonus, profit sharing, compensation,  incentive, stock
     purchase, stock option, stock appreciation,  severance,  change-of-control,
     savings, thrift, insurance, medical, hospitalization,  disability, death or
     other  similar  program,   or  practice  providing   directors,   officers,
     shareholders or employee benefits (the "Benefit Plans").

(cc) Environmental  Matters.  Except as set forth at  Schedule  3.1(cc)  annexed
     hereto, the Corporation and the Subsidiaries   have at all times conducted,
     held and used, and are continuing to conduct,  hold and use, their affairs,
     business and properties in accordance  with all applicable Laws relating in
     whole or in part to the environment or its protection.

     Except as disclosed at Schedule 3.1(cc) annexed hereto, at no time have nay
     contaminants  been  released,  emitted,   discharged,   deposited,  issued,
     sprayed,  injected,  abandoned,  buried,  spilled,  incinerated,  disposed,
     leaked, poured, emptied,  dumped, or placed on, in under or adjacent to any
     immovable or real property  owned or used by the  Corporation or any of the
     Subsidiaries.

(dd) Compliance  with  Laws.  Except  as may be  specifically  provided  in this
     Section 3.1, each of the Corporation and the  Subsidiaries has complied and
     continues to comply with all Laws in all material respects.

(ee) Full  Disclosure.  The  Corporation  and Freemark have made or caused to be
     made due inquiry with respect to (i) each covenant, agreement,  obligation,
     representation and warranty contained in this Agreement, (ii) the Schedules
     annexed hereto,  and (iii) any certificates or other documents  referred to
     herein or  furnished  to the  Purchaser  pursuant  hereto or in  connection
     herewith,  and none of the aforesaid  covenants,  agreements,  obligations,
     representations,  warranties, Schedules, certificates or documents contains
     any untrue  statement of a material  fact or omits to state a material fact
     necessary to make such representation,  warranty, Schedule,  certificate or
     other document not misleading.



                                      -13-

(ff) Resident.  The  Corporation  is not a  non-resident  of Canada  within  the
     meaning of the ITA).

3.2  Representations and Warranties of the Purchaser.  The Purchaser  represents
and warrants to the  Corporation and Freemark as follows and  acknowledges  that
the  Corporation  and  Freemark  are  relying  upon  such   representations  and
warranties  in connection  with the sale by the  Corporation  of the  Subscribed
Shares and that the  Corporation  and Freemark  would not have entered into this
Agreement without such representations and warranties:

(a)  Due Incorporation. The Purchaser is duly incorporated, validly existing and
     in good standing under the laws of its  jurisdiction of  incorporation  and
     has the necessary  corporate  power to own or lease its  properties  and to
     carry on its business as such business is presently conducted.

(b)  Due  Authorization.  The Purchase  has the  necessary  corporate  power and
     authority  to  execute  this  Agreement  and  to  perform  its  obligations
     hereunder.  The  execution  of  this  Agreement  by the  Purchaser  and the
     performance  by the Purchaser of its  obligations  hereunder have been duly
     authorized by all necessary  corporate  action on its part.  Such execution
     and performance by the Purchaser does not require any action or consent of,
     any  registration  with, or notification  to, any Person,  or any action or
     consent  under any Laws to which the  Purchaser is subject,  except for any
     such  disclosure  as the  Purchaser  shall  determine  to be  necessary  or
     appropriate  to comply with  securities  laws,  stock exchange rules and/or
     covenants in loan agreements.

(c)  Enforceability.  This  Agreement  constitutes  a legal,  valid and  binding
     obligation of the Purchaser,  enforceable against it in accordance with its
     terms,  except to the extent that  enforcement may be limited by applicable
     bankruptcy,  insolvency,  reorganization,  moratorium or other similar laws
     affecting creditors' rights generally and by general principles of equity.

(d)  No Conflict.  The  execution of this  Agreement,  the  consummation  of the
     transactions  contemplated  herein, the performance by the Purchaser of its
     obligations  hereunder  and  the  compliance  by the  Purchaser  with  this
     Agreement do not violate,  contravene  or breach,  or  constitute a default
     under,  the  constating  instruments or by-laws of the Purchaser or any Law
     applicable to the Purchaser.

(e)  Resident.  The Purchaser is a non-resident  of Canada within the meaning of
     the ITA.

                                   ARTICLE IV
                          COVENANTS OF THE CORPORATION

4.1 Closing.  The  Corporation  hereby  acknowledges  having taken the following
actions on the date hereof at the place of Closing:

(a)  delivered to the  Purchaser  and/or its nominee share  certificates  in its
     name representing the Subscribed Shares;



                                      -14-

(b)  delivered to the Purchaser  copies of resolutions of the  shareholders  and
     directors of the Corporation (in form and substance reasonably satisfactory
     to the  Purchaser's  legal counsel) (i) authorizing and approving the issue
     of the Subscribed  Shares by the  Corporation  to the Purchaser  and/or its
     nominee  and their  registration  in the name of the  Purchaser  and/or its
     nominee and (ii)  appointing  such new directors,  officers and auditors of
     the Corporation as may be nominated by the Purchaser;

(c)  executed a Unanimous Shareholders Agreement with the Purchaser and Freemark
     substantially in the form of Schedule 4.1(c) annexed hereto;

(d)  executed   employment   agreements  with  Michael   Routtenberg,   Lawrence
     Routtenberg,  Mark Routtenberg and Ginette Godbout in the forms of Schedule
     4.1(d) hereto;

(e)  executed a loan agreement  between the Purchaser and the Corporation in the
     form of Schedule 4.1(f) hereto;

(f)  delivered  to the  Purchaser  a  favourable  opinion of Goodman  Phillips &
     Vineberg substantially in the form of Schedule 4.1(f) annexed hereto.

(g)  delivered  all  such  documentation  to  evidence  the  completion  of  the
     Reorganization as shall be reasonably requested by Purchaser.

                                   ARTICLE V
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

5.1 Survival of Representations  and Warranties of the Corporation and Freemark.
The  representations  and  warranties  of each of the  Corporation  and Freemark
contained  in  this  Agreement,  in  the  Schedules  annexed  hereto  or in  any
certificate  of other  document  delivered or given  pursuant to this  Agreement
shall survive the completion of the transactions contemplated by this Agreement,
and notwithstanding such completion or any investigation made by or on behalf of
the  Purchaser or any  knowledge by the  Purchaser of any  incorrectness  in, or
breach of, such representations or warranties,  shall continue in full force and
effect for the benefit of the Purchaser for a period of three (3) years from the
Closing Date;  (i) except for any  representation  and warranty  relating to Tax
matters  which shall survive until ninety (90) days after the last date on which
the relevant tax authority is entitled to assess or reassess the  Corporation or
the  Purchaser   with  respect  to  such  Tax  matters,   (ii)  except  for  any
representation  and warranty in respect of which a claim based on fraud is made,
and (iii) except for the  representations  and warranties  contained in sections
3.1(a),  (b), (c), (e), (g) and (p),  which in each such case shall be unlimited
as to duration.

5.2 Survival of Representations and Warranties of Purchaser. The representations
and  warranties  of  the  Purchaser  contained  in  this  Agreement  or  in  any
certificate  or other  document  delivered or given  pursuant to this  Agreement
shall survive the completion of the transactions contemplated by this Agreement,
and notwithstanding such completion or any investigation made by or on behalf of
the Corporation or any knowledge by the Corporation of any  incorrectness in, or
breach of, such representations or warranties,  shall continue in full force and
effect for the benefit of, such representations or warranties, shall continue in
full force and effect for the benefit of the  Corporation  for a period of three
(3) years from the Closing Date; except for any  representation  and warranty in
respect  of  which  a  claim   based  on  fraud  is  made  and  except  for  the
representations and warranties  contained in sections 3.2(a), (b) and (c), which
in each such case shall be unlimited as to duration.



                                      -15-

                                   ARTICLE VI
                             CONDITIONS OF CLOSING

6.1  Conditions for  the  Benefit  of the  Purchaser.  The  subscription  of the
Subscribed  Shares in accordance  with the terms of this Amendment is subject to
the following  conditions,  each of which is hereby declared to be the exclusive
benefit of the Purchaser.  The Corporation and Freemark hereby  acknowledge that
each  condition has been  performed or complied with in all respects at or prior
to the date hereof.

(a)  Truth of  Representations  and Warranties of the  Corporation and Freemark.
     The   representations  and  warranties  of  the  Corporation  and  Freemark
     contained in this  Agreement or in any  Schedule  annexed  hereto or in any
     certificate or other document delivered or given pursuant to this Agreement
     (considered  individually and collectively)  shall have been accurate as of
     the date of this  Agreement,  and shall be true and  correct as of the date
     hereof.

(b)  Performance  of  Covenants  by the  Corporation  and  Freemark.  All of the
     covenants,  obligations  and agreements  that each of the  Corporation  and
     Freemark  is  required  to  perform  or to  comply  with  pursuant  to this
     Agreement  at or prior  to the date  hereof  (considered  individually  and
     collectively)  shall have been  performed or complied  with in all material
     respects at or prior to the date hereof.

(c)  Third  Party  Approvals.  There  shall have been  obtained  all  approvals,
     consents and assurances,  in form and substance reasonably  satisfactory to
     the   Purchaser's   legal  counsel,   necessary  in  order  to  permit  the
     transactions  contemplated  herein to be  completed  without  affecting  or
     resulting  in  the  termination,  cancellation,   modification,  amendment,
     variation or renegotiation of this Agreement including, without limitation,
     all  consents  required  (with  the  exception  of the items  disclosed  in
     Schedule  3.1(d))  in order to  consummate  the  transactions  contemplated
     herein which, if not obtained,  could have a material adverse effect on the
     ability of the Corporation and its Subsidiaries to carry on their affairs.

(d)  Litigation. There shall be no actions, claims, investigations, arbitrations
     or other proceedings (whether or not on behalf of the Corporation or any of
     the Subsidiaries)  pending or threatened to restrain,  enjoin or invalidate
     any transaction contemplated by this Agreement.

                                  ARTICLE VII
                                INDEMNIFICATION

7.1  Indemnification  by the  Corporation  and  Freemark.  The  Corporation  and
Freemark,  on a solidary basis,  without right of contribution  each waiving the
benefits of division and discussion,  shall indemnify and hold the Purchaser and
each  of  its  officers,  directors,   employees,  agents,  representatives  and
affiliates (the "Purchaser  Indemnified  Parties") harmless from and against any
and all claims, demands, actions, causes of action,  judgments,  damages, losses
(which  shall  include  any  diminution  in  value  of the  Subscribed  Shares),
liabilities,  costs  or  expenses  (including,  without  limitation,   interest,
penalties  and  reasonable  attorneys'  and  experts'  fees and  disbursements),
including  Tax  liabilities,   suffered  or  incurred  in  connection  with  the
transactions contemplated herein, (collectively, the "Losses") which may be made
against the  Purchaser  Indemnified  Parties or any of the  Corporation  and the
Subsidiaries,  or which any of them may suffer or incur as a result of,  arising
out of or relating to:




                                      -16-

(a)  any  violation,  contravention  or breach  of any  covenant,  agreement  or
     obligation  of the  Corporation  or  Freemark  under  or  pursuant  to this
     Agreement; or

(b)  any incorrectness in, or breach of, any  representation or warranty made by
     the Corporation or Freemark in Section 3.1, the Schedules annexed hereto or
     in any  certificate or other  document  delivered or given pursuant to this
     Agreement; or

(c)  any liabilities or obligations of the  Corporation,  the Subsidiaries or of
     Freemark of any nature whatsoever arising after the Closing Date in respect
     of any fact, condition or circumstance existing or occurring on or prior to
     the  Closing  Date  (including,  without  limitation,  any  liabilities  or
     obligations of the  Corporation  or any Subsidiary for Taxes due,  together
     with any penalties or interest,  in connection with any period ending on or
     prior  to the  Closing  Date),  save  and  except  for any  liabilities  or
     obligations  arising  after  the  Closing  Date  in  respect  of any  fact,
     condition  or  circumstance  existing on or prior to the Closing Date which
     has been  disclosed  in  writing  to the  Purchaser  prior  to the  Closing
     (including,  without limitation,  by way of disclosure in this Agreement or
     any of the Schedules hereto).

In connection with the foregoing, Freemark hereby waives its right to claim from
the Corporation any amount paid to the Purchaser pursuant to this Article 7.

7.2  Indemnification  by Purchaser.  The Purchaser  shall indemnify and hold the
Corporation  harmless  from and against any Losses which may be made against the
Corporation or which the Corporation may suffer or incur as a result of, arising
out of or relating to:

(a)  any  violation,  contravention  or breach of any  covenant,  agreement,  or
     obligation of the Purchaser under or pursuant to this Agreement; or

(b)  any incorrectness in, breach of, any representation or warranty made by the
     Purchaser  in  Section  3.2,  the  Schedules   annexed  hereto  or  in  any
     certificate  or  other  document   delivered  or  given  pursuant  to  this
     Agreement.

7.3 Obligation to Reimburse. The Party providing indemnification, hereunder (the
"Indemnifying  Party") shall reimbuse, on demand, to the Party being indemnified
hereunder  (the  "Indemnified  Party")  the  amount of any  Losses  suffered  or
incurred by the Indemnified Party, the whole as of the date that the Indemnified
Party incurs any such Losses,  together with interest thereon from the aforesaid
date until payment in full at the rate per annum equal to 8%.

7.4 Notification.  Promptly upon obtaining  knowledge  thereof,  the Indemnified
Party shall  notify the  Indemnifying  Party of any cause which the  Indemnified
Party has determined has given or could give rise to indemnification  under this
Article VII. The omission so to notify the Indemnifying  Party shall not relieve
the  Indemnifying  Party  from any duty to  indemnify  and hold  harmless  which
otherwise  might  exist  with  respect to such  cause  unless  (and only to that
extent)  the  omission  to  notify  materially  prejudices  the  ability  of the
Indemnifying Party to exercise its right to defend provided in this Article VII.

7.5 Defense of Third Party Claim. If any legal proceeding shall be instituted or
any claim or demand shall be asserted by a third party  against the  Indemnified
Party (each a "Third Party Claim"),  then the Indemnifying  Party shall have the
right,  after receipt of the  Indemnified  Party's  notice under Section 7.4 and
upon giving  notice to the  Indemnified  Party  within 30 calendar  days of such
receipt,  to  defend  the Third  Party  Claim at its own cost and  expense  with
counsel of its own selection, provided that:


                                      -17-


(a)  the  Indemnified  Party  shall  at  all  times  have  the  right  to  fully
     participate in the defense at its own expense; and

(b)  the Third  Party Claim  seeks only  monetary  damages and does not seek any
     injunctive or other relief against the Indemnified Party.

     Amounts payable by the  Indemnifying  Party pursuant to a Third Party claim
shall be paid in accordance  with the terms of the  settlement or, the judgment,
as applicable,  but in any event prior to the expiry of any delay for a judgment
to become executory.

7.6 No Compromise.  The Indemnifying  Party shall not be permitted to compromise
and settle or to cause a  compromise  and  settlement  of any Third Party Claim,
without the prior written consent of the Indemnified Party, unless:

(a)  the terms of the  compromise  and  settlement  require  only the payment of
     money and do not require the Indemnified  Party,  the Corporation or any of
     the  Subsidiaries to admit any of the  Subsidiaries to admit any wrongdoing
     or take or refrain from taking any action; and

(b)  the Indemnified Party receives, as part of the compromise and settlement, a
     legally  binding and  enforceable  unconditional  satisfaction  or release,
     which is in form  and  substance  satisfactory  to the  Indemnified  Party,
     acting reasonably,  from any and all obligations or liabilities it may have
     with respect to the Third Party Claim.

7.7 Failure to Defend.  If the Indemnifying  Party fails within 30 calendar days
from  receipt  of the  notice  of a Third  Party  Claim  to give  notice  of its
intention  to defend the Third Party  Claim in  accordance  with  Section 7.5 or
fails to  promptly  assume  such  defense at any time after such notice has been
given,  then the Indemnifying  Party shall be deemed to have waived its right to
defend the Third Party Claim and the Indemnified Party shall have the right (but
not the obligation) to undertake or to cause the Corporation, Freemark or any of
the  Subsidiaries  to  undertake  the  defense  of the  Third  Party  Claim  and
compromise  and settle the Third Party  Claim on behalf,  for the account and at
the risk and expense of the Indemnifying Party.




                                      -18-


7.8 Expiration of Indemnification.  The obligation of indemnification set out in
Sections 7.1 and 7.2 shall survive the Closing Date for the period prescribed by
law. The obligation of indemnification  arising from any material  incorrectness
in,  or  material  breach  of,  any  representation  for  warranty  made  by the
Corporation,  Freemark or the Purchaser,  as the case may be, in each case shall
be  subject  to  the  limitations  regarding  survival  of  representations  and
warranties  set  forth in  Section  5.1 or 5.2,  as the  case may be;  provided,
however,  that the obligation of indemnification shall not expire if a claim for
indemnity  is made on or before the  expiration  dates set forth in Sections 5.1
and 5.2.

                                  ARTICLE VIII
                                     CLOSING

8.1 Date, Time and Place of Closing. The Closing shall take place at the offices
of Stikeman,  Elliott,  1155  Rene-Levesque  Blvd.  West, 40th Floor,  Montreal,
Quebec on July 31, 1999 (the "Closing Date") at the hour of 10:00 a.m. (Montreal
time) or at such other  place,  on such other date  and/or at such other time as
may be agreed between the parties.

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1  Announcements.  Any press release,  public  announcement  or publicity with
respect to the  transaction  contemplated  in this Agreement  shall be made only
with the prior written consent of the Parties unless such release,  announcement
or  publicity  is  required  by Law  or the  rules  of any  relevant  securities
exchange, in which case the Party required to make such release, announcement of
publicity shall use it best efforts to obtain approval of the other Party to the
form,   nature  and  extent  of  such  disclosure,   which  approval  shall  not
unreasonably withheld.

9.2 Further Assurances.  Each Party upon the request of the other, whether at or
after the Closing Date,  shall do, execute,  acknowledge and deliver or cause to
be done,  executed,  acknowledged  or delivered  all such further  acts,  deeds,
documents,   assignments,   transfers,   conveyances,  powers  of  attorney  and
assurances  as may be  reasonably  necessary  or  desirable  to effect  complete
consummation of the transactions contemplated by this Agreement.

9.3 Successors in Interest. This Agreement and the provisions hereof shall enure
to the  benefit  of  and be  binding  upon  the  Parties  and  their  respective
successors  and assigns.  Neither the  Corporation  nor Freemark may assign this
Agreement  or any of its  rights and  obligations  hereunder  without  the prior
written consent of the Purchaser.  Notwithstanding the foregoing,  the Purchaser
may assign or transfer  this  Agreement  and all of the  Purchaser's  rights and
obligations  hereunder to an  affiliate  (as defined  under the Canada  Business
Corporations Act).




                                      -19-


9.4   Notices.   Any  notice,   consent,   authorization,   direction  or  other
communication  required or permitted to be given  hereunder  shall be in writing
and shall be delivered  either by personal  delivery or by telex,  telecopier or
similar telecommunications device and addressed as follows:

(a)   in the case of the Corporation, to it at:

      7077 Park Avenue, Suite 503
      Montreal, Quebec
      H3N 1X7

      Attention:  Mark Routtenberg

      Telecopier:       (514) 270-8028

      and

      Attention:        Brian L. Fleming

      Telecopier:       (213) 744-7817

      and

      Attention:        Glenn A. Weinman

      Telecopier:       (213) 765-0911

(b)   in the case of the Purchaser, to it at:

      Guess?,  Inc.
      1444 South Almeda Street
      Los Angeles, CA
      USA 90021

      Attention:        Brian L. Fleming

      Telecopier:       (213) 744-7817

      and

      Attention:  Glen A. Weinman

      Telecopier:  (213) 765-0911



                                      -20-


      With a copy to:

      STIKEMAN, ELLIOTT
      1155 Rene-Levesque Blvd. West
      40th Floor
      Montreal, Quebec H3B 3V2

      Attention:        William B. Rosenberg

      Telecopier:       (514) 397-3222

(c)   in the case of Freemark, to it at:

      7077 Park Avenue, Suite 503
      Montreal, Quebec
      H3N 1X7

      Attention:        Mark Routtenberg

      Telecopier:       (514) 270-8028

      With a copy to:

      GOODMAN, PHILLIPS & VINEBERG
      1501, avenue McGill College
      26th Floor
      Montreal, Quebec
      H3A 3N9

      Attention:        Sidney Horn

      Telecopier:       (514) 841-6499

      Any  notice, consent,  authorization,  direction  or  other  communication
delivered as aforesaid  shall be deemed to have been  effectively  delivered and
received, if sent by telex, telecopier or similar  telecommunications  device on
the calendar day next following  receipt of such  transmission or, if delivered,
to have been  delivered  and  received  on the date of such  delivery  provided,
however, that if such date is not a business day then it shall be deemed to have
been  delivered and received on the business day next  following  such deemed to
have been  delivered  and  received  on the  business  day next  following  such
delivery. Either Party may change its address for service by notice delivered as
aforesaid.

9.5  Counterparts.  This Agreement may be executed in one or more  counterparts,
each  of  which  when  so  executed  shall  be  deemed  an  original,  and  such
counterparts together shall constitute one and the same instrument.

9.6  Severability.  Any term of  provision of this  Agreement  that is held by a
court of  competent  jurisdiction  or other  authority  to be  invalid,  void or
unenforceable in any situation in any jurisdiction shall not affect the validity
or  enforceability  of the remaining terms and provisions hereof or the validity
or  enforceability  of the offending term or provision in any other situation or
in any  other  jurisdiction.  If the  final  judgment  of a court  of  competent
jurisdiction  or other authority  declares that any term or provision  hereof is
invalid,  void or  unenforceable,  the parties  agree that the court making such
determination  shall  have the  power to reduce  the  scope,  duration,  area or
applicability of the term of provision,  to delete specific words or phrases, or
to replace any invalid,  void or unenforceable  term of provision with a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term of provision.



                                      -21-


9.7  Governing  Law. This  Agreement  shall be governed by and  interpreted  and
construed in accordance  with the laws of the Province of Quebec and the laws of
Canada applicable therein.

9.8 Entire Agreement. This Agreement,  including the Schedules and the Unanimous
Shareholders'  Agreement executed concurrently  herewith,  constitute the entire
agreement  between the Parties  pertaining  to the subject  matter  hereof,  and
supersedes all prior agreements, understandings, negotiations and discussions of
the Parties.

9.9 Inconsistency. This Agreement shall override the Schedules annexed hereto to
the extent of any inconsistency.

9.10 Gender.  Any  reference in this  Agreement to any gender shall include both
genders and the neuter,  and words herein  importing  the  singular  number only
shall include the plural and vice-versa.

9.11 Currency.  All of the dollar amounts  mentioned in this Agreement or in the
Schedules annexed hereto shall be in Canadian Funds.

9.12 Headings.  The headings in this  Agreement are inserted for  convenience of
reference only and shall not affect the interpretation hereof.

9.13 Amendment.  No amendment shall be binding unless expressly  provided in any
instrument duly executed by the Parties.

9.14  Waiver.  No  waiver,  whether  by  conduct  or  otherwise,  of  any of the
provisions of this Agreement shall be deemed to constitute a waiver of any other
provisions  (whether  or  not  similar)  nor  shall  such  waiver  constitute  a
continuing  waiver unless  otherwise  expressly  provided in an instrument  duly
executed by the Parties to be bound thereby.





                                      -22-


IN WITNESS WHEREOF,  the Parties have executed this Agreement on the date and at
the place first above mentioned.

                                   STRANDEL INC.

                                   Per:  /s/ Mark Routtenberg
                                         ---------------------------------------
                                           Mark Routtenberg


                                   GUESS ?, INC.

                                   Per:  ---------------------------------------
                                            Maurice Marciano


                                   FREEMARK ENTERTAINMENT CORPORATION



                                   Per:  /s/ Mark Routtenberg
                                         ---------------------------------------
                                            Mark Routtenberg




                                      -22-


IN WITNESS WHEREOF,  the Parties have executed this Agreement on the date and at
the place first above mentioned.

                                   STRANDEL INC.



                                   Per:  /s/ Maurice Marciano
                                         ---------------------------------------
                                             Mark Routtenberg


                                   GUESS ?, INC.



                                   Per:  --------------------------------------
                                            Maurice Marciano


                                   FREEMARK ENTERTAINMENT CORPORATION



                                   Per:  ---------------------------------------
                                            Mark Routtenberg