There seems to be some lack of understanding with regards to what a "lock up" agreement is by certain posters. Since my opinion seems to be called constantly into question, then perhaps an expert opinion will not be. Below is some information that should clear up a lot of the misconceptions on this board.

By the way, I did read the circular and "lock up" agreements were entered into by management. Where management agreed to

"deposit their common shares, subject to the term and conditions of such agreements"

I repeat, it sure would be nice if we were able to know exactly " the term and conditions " of these lock up agreements.

But do not take my word for it, phone this expert and ask for yourself. He is the one who wrote the following.

W. Ian Palm

Toronto

416.601.7832

If the offer is accepted by 90% or more of the securities of the target company not already owned by the bidder then the bidder can take advantage of the compulsory acquisition provisions under applicable corporate law to acquire the remaining shares. The shares of the target company held by the bidder at the date the bid is made are excluded from the 90% calculation.

Take-over bid rules in Canada also place restrictions on pre-bid and post-bid actions on the part of the bidder. Generally, if the bidder acquires shares from one or more shareholders of the target company within 90 days prior to making the take-over bid the bid must be an offer to acquire all shares of the target company at a price not less than the price paid in such private transaction. Further, the bidder may not acquire shares of the target company subject to the bid by way of transaction not on the same terms as the bid for the 20 days after the date of it. As well, applicable securities laws require eachperson who acquires beneficial ownership or control or direction over shares representing 10% or more of an outstanding class of a target company to file what is commonly referred to as “early warning” report

In addition to obtaining two-thirds approval of holders of each class of shares in the target company as required by applicable corporate law, Rule 61-501 requires that any amalgamation, arrangement or other business combination (other than in circumstances which do not involve related parties) must also be approved by a majority of the minority shareholders present in person or by proxy at the applicable meeting. This applies in respect of each particular class of shares voting at the meeting. The minority is determined by excluding any shares of the applicable class held by the target company, any related party to the target company, the bidder and any joint actors (with limited exceptions).

The special committee should consist of only directors who are independent from any related party to the transaction. While it might invite the attendance of non-independent board members and otherswith specified knowledge may be invited to attend from time to time, non-independent persons should not be present or participate in parts of meetings of the committee when decisions are to be made.

Lock-up Agreements

shareholders, significant shareholders which may not have a controlling interest, as well as possibly directors and officers who hold shares in the target company. The lock-up may be a “soft lock-up” where a shareholder agrees to tender into the take-over bid or vote his or her shares in the favour of the going private transaction but reserves the right to withdraw if a higher competing bid or transaction comes to light or may be a “hard lock-up” where the shareholder irrevocably agrees to tender shares or vote in favour of the applicable transaction. The terms that face a particular lock-up will depend upon the nature of the negotiations and may range anywhere between a soft and hard lock-up. In Canada it is not uncommon for public companies to have one or more controlling shareholders. Large institutional shareholders will often agree to a soft lock-up but will typically not agree to a hard lock-up. A bidder should also keep in mind that a lock-up agreement or any other agreement for that matter must not provide the shareholder with a collateral benefit as described above. The bidder should also be aware that it may be necessary to disclose the lock-up agreements and their material terms in a take-over bid circular or management proxy circular.

I do not believe I can find anywhere in the circular where anyone has disclosed the material terms of their lock up agreements.

Personally I will not be tendering to this insulting offer or selling my shares on the open market.

Have a nice weekend all.

regards,

F.F.