CERTIFICATE

TO: BLAKE, CASSELS & GRAYDON (the "Escrow Agent")

            This Certificate is delivered pursuant to section 3.2(c) of the
Irrevocable Offer to Purchase Assets dated September o, 1999 delivered by o (the
"Irrevocable Offer"). Unless otherwise specifically stated herein, all
capitalized terms used herein have the meaning set out in the Irrevocable Offer.

            Each of the Purchaser and the Vendor hereby certify that all of the
conditions of closing set out in section 5 of the Irrevocable Offer have been
satisfied or waived. Each of the undersigned hereby acknowledge and agree that
the Escrow Agent shall be entitled to rely upon this Certificate in releasing
the Escrow Funds in accordance with the terms of the Irrevocable Offer.

                                        o

Dated: ___________________________      Per: _________________________________
                                             Name:
                                             Title

                                        I have authority to bind the Corporation

Dated: ___________________________      Per: _________________________________
                                             Name:
                                             Title

                                        I have authority to bind the Corporation