Agreement and Plan of Merger

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT (the "Agreement") dated as of , by and between , a Wisconsin corporation ("Merge") and , an Ontario corporation ("the Corporation").

RECITALS

A. Merge, ("Holdings") and the Corporation have entered into a Purchase Agreement dated as of (the "Purchase Agreement"), pursuant to which, among other transactions, each shareholder of the Corporation (each, a "Holder," collectively, the "Holders") shall be issued Exchangeable Non Voting Shares of the Corporation's capital stock (the "Exchangeable Shares").

B. The Exchangeable Shares are exchangeable into shares of common stock of Merge, $0.01 par value per share (the "Merge Common Shares"), and shall otherwise have the rights set forth in the Provisions Attaching to Exchangeable Shares.

C. As a material inducement to the Corporation to consummate the transactions contemplated by the Purchase Agreement, Merge and the Corporation desire to provide for the terms of the exchange of the Exchangeable Shares for the Merge Common Shares.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties agree as follows:

ARTICLE 1

EXCHANGE RIGHT AND AUTOMATIC EXCHANGE ON LIQUIDATION OF MERGE

1.1 Exchange Right

1.1.1. Merge agrees that subject to compliance with the provisions of the Act and applicable securities laws and the exercise by Merge or its Designee of the Retraction Call Right and otherwise in compliance with the provisions of Article 6 of the Provisions Attaching to Exchangeable Shares, each Holder of Exchangeable Shares shall be entitled:

(a) at any time through and including during which, as described in Section 1.3 of this Agreement, the Corporation is not permitted to redeem all Retracted Shares as described in Section 1.3 of this Agreement, to require Merge or its Designee to exchange any or all of the Exchangeable Shares registered in the name of the Holder (the "Exchange Right") for the Exchangeable Share Price per Exchangeable Share to be paid in the form of the Exchangeable Share Consideration (the "Exchange Price"); and

(b) at any time between and during which, as described in Section 1.3 of this Agreement, the Corporation is not permitted to redeem all Retracted Shares, to require Merge or its Designee to exchange any or all of the Exchangeable Shares registered in the name of the Holder (the "Cash Exchange Right") for the price of U.S. per Exchangeable Share, to be paid in cash (the "Cash Exchange Price").

1.1.2 If any Holder wishes to exercise his Exchange Right or Cash Exchange Right, as applicable, in respect of all or any of the Exchangeable Shares registered in his name, he shall deliver to Merge, in person or by certified or registered mail, at its principal office (attention: Chief Financial Officer), or at such other place as may be specified by Merge from time to time, the Holder Deliveries, and the Retraction Request will constitute and will be deemed to constitute notice from such Holder to Merge that such Holder is exercising the Exchange Right with respect to those Retracted Shares which the Corporation is not permitted to redeem, except that the Retraction Date shall be deemed to be the "Exchange Date."

1.1.3 Subject to compliance with the provisions of Section 5.9, on the Exchange Date, Merge or its Designee shall pay or cause to be paid to the applicable Holder, the Exchange Price or Cash Exchange Price, as applicable, for each Exchangeable Share surrendered on this Exchange Date for exchange pursuant to Section 1.1.2. Payment of the total Exchange Price or Cash Exchange Price, as applicable, for such Exchangeable Shares shall be made by delivery to such Holder at the registered office of Merge or at such other location as may be specified by Merge by notice to such Holder of the Exchangeable Share Consideration (less any Merge Common Shares withheld by Merge or its Designee in respect of Taxes). As of and with effect from the Exchange Date, such Holder shall cease to be the holder of such Exchangeable Shares and, subject to Section 5.1 hereof, shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the Exchange Price or Cash Exchange Price, as applicable, unless payment of the total Exchange Price or Cash Exchange Price, as applicable, for such Exchangeable Shares shall not be made in accordance with this provision, in which case the rights of such Holder shall remain unaffected to the extent payment of the Exchange Price or Cash Exchange Price, as applicable, has not been made, until the Exchange Price or Cash Exchange Price, as applicable, has been fully paid in the manner hereinbefore provided. Upon such payment or deposit of the Exchange Price or Cash Exchange Price, as applicable, such Holder shall thereafter be considered and deemed for all purposes to be the holder of the Merge Common Shares delivered to him.

1.2 Automatic Exchange on Liquidation of Merge.

1.2.1 Merge shall give each Holder notice of each of the following events at the time set forth below:

(a) in the event of any determination by the Board of Directors of Merge to institute voluntary liquidation, dissolution or winding up proceedings with respect to Merge or to effect any other distribution of assets of Merge among its shareholders for the purpose of winding up its affairs, at least 15 days prior to the proposed effective date of such liquidation, dissolution or winding up or other distribution; and

(b) immediately, upon the earlier of (i) receipt by Merge of notice of, or (ii) Merge otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or distribution of assets of Merge among its shareholders for the purpose of winding up its affairs.

1.2.2 In order to enable each Holder to participate in the distribution of assets of Merge in connection with any of the events set forth in Section 1.2.1(a) or 1.2.1(b) above (a "Liquidation Event"), on the fifth Business Day (the "Automatic Exchange Date") prior to the date on which Merge shall be liquidated all of the then outstanding Exchangeable Shares shall be automatically exchanged for Merge Common Shares (the "Automatic Exchange"). To effect the Automatic Exchange, Merge or its Designee shall purchase each Exchangeable Share outstanding on the Automatic Exchange Date held by each Holder, and each Holder shall sell all Exchangeable Shares at such time, for a purchase price per share (the "Liquidation Amount") equal to the Exchangeable Share Price on the last Business Day prior to the Automatic Exchange Date (less any Taxes or U.S. Taxes).

1.2.3 On the Automatic Exchange Date, Merge or its Designee shall pay or cause to be paid to each Holder, the Liquidation Amount for each Exchangeable Share upon presentation and surrender at the registered office of Merge (attention: Chief Financial Officer), or at such other place as may be specified by Merge from time to time, of the Holder Deliveries. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to the applicable Holder of the Exchangeable Share Consideration (less any Merge Common Shares withheld by Merge or its Designee in respect of Taxes). As of and with effect from the Automatic Exchange Date, each Holder shall cease to be the holder of the Exchangeable Shares exchanged on such date and, shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his total Liquidation Amount, unless payment of his total Liquidation Amount shall not be made upon presentation and surrender of the share certificates representing such Exchangeable Shares in accordance with the foregoing provisions, in which case the rights of such Holder shall remain unaffected to the extent payment of his total Liquidation Amount has not been made, until his total Liquidation Amount has been fully paid in the manner hereinbefore provided. Merge or its Designee shall have the right to deposit or cause to be deposited in a custodial account with any chartered bank or trust company in Canada (the "Liquidation Amount Depositary"), the Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not been surrendered on the Automatic Exchange Date. Immediately upon making such deposit, Merge shall give notice thereof to such Holder. The Exchangeable Shares in respect of which such deposit shall have been made shall be deemed to be exchanged as of the date of such deposit and, subject to Section 5.1 hereof, the rights of such Holder with respect to such Exchangeable Shares shall thereafter be limited to the right to receive the Liquidation Amount deposited against presentation and surrender of the certificates representing such Exchangeable Shares to the Liquidation Amount Depositary. Upon such payment or deposit of the Liquidation Amount, such Holder shall thereafter be considered and deemed for all purposes to be the holder of the Merge Common Shares either (i) delivered to him, or (ii) deposited with the Liquidation Amount Depositary.

1.3 Exercise of Exchange Right Subsequent to Retraction. If a Holder has exercised his right under Article 6 of the Provisions Attaching to Exchangeable Shares of the Corporation to require the Corporation to redeem any or all of the Exchangeable Shares held by such Holder (the "Retracted Shares"), provided that Merge or its Designee shall not have exercised the Retraction Call Right with respect to the Retracted Shares, and such Holder is notified by the Corporation pursuant to Section 6.6 of the Provisions Attaching to Exchangeable Shares that the Corporation will not be permitted as a result of solvency requirements or other provisions of applicable law, including securities laws, to redeem all such Retracted Shares, the Corporation hereby agrees to immediately notify Merge of such prohibition against the Corporation redeeming all of the Retracted Shares and to immediately forward or cause to be forwarded to Merge all relevant materials delivered by such Holder to the Corporation (including, without limitation, a copy of the Retraction Request delivered pursuant to Section 6.1 of the Provisions Attaching to Exchangeable Shares) in connection with such requested retraction of the Retracted Shares. In any such event, the Retraction Request will constitute and will be deemed to constitute notice from such Holder to Merge that such Holder is exercising the Exchange Right with respect to those Retracted Shares which the Corporation is not permitted to redeem, and subject to compliance with applicable securities laws, Merge or its Designee agrees to purchase such Retracted Shares in accordance with the provisions of Section 1.1.3.

ARTICLE 2

PURCHASE BY MERGE OR ITS DESIGNEE

2.1 Purchase of Shares. Subject to Section 2.2.1 hereof, on the Purchase Date Merge or its Designee shall purchase all of the then outstanding Exchangeable Shares (the "Purchase Right") for an amount per share (the "Purchase Price") equal to the Exchangeable Share Price on the last Business Day prior to the Purchase Date, which amount shall be paid in the form of the Exchangeable Share Consideration (less any Taxes or U.S. Taxes).

2.2 Purchase Procedure.

2.2.1 Thirty days prior to , Merge or its Designee shall send or cause to be sent to each Holder and the Corporation a notice in writing setting forth whether Merge or its Designee has elected, in its sole discretion, to (i) purchase the then outstanding Exchangeable Shares on the Purchase Date pursuant to this Article 2, or (ii) cause the Corporation to redeem such Exchangeable Shares on the Purchase Date pursuant to Article 7 of the Provisions Attaching to . In the event Merge or its Designee shall have elected to purchase such Exchangeable Shares pursuant to this Article 2, such notice shall set out the Purchase Price. In the event Merge or its Designee shall have elected to cause the Corporation to redeem such Exchangeable Shares, such notice shall contain instructions for the Corporation to take all steps necessary to redeem the Exchangeable Shares on the Purchase Date and the Corporation shall, unless prohibited by law, redeem such Exchangeable Shares in accordance with such instructions and the provisions of Article 7 of the Provisions Attaching to Exchangeable Shares. If the Corporation is prohibited by law from so redeeming such Exchangeable Shares, it shall forthwith notify Merge in writing thereof and Merge or its Designee shall purchase the then outstanding Exchangeable Shares on the Purchase Date pursuant to this Article 2.

2.2.2 Subject to Section 2.2.1 hereof, on the Purchase Date Merge or its Designee shall pay or cause to be paid to each Holder the Purchase Price for each Exchangeable Share upon presentation and surrender at the registered office of Merge (attention: Chief Financial Officer), or at such other place as may be specified by Merge from time to time, of the Holder Deliveries. Payment of the total Purchase Price for such Exchangeable Shares shall be made by delivery to the applicable Holder at the registered office of Merge or at such other location as may be specified by Merge by notice to each Holder of the Exchangeable Share Consideration (less any Merge Common Shares withheld by Merge or its Designee in respect of Taxes, and, less any Taxes or U.S. Taxes).

ARTICLE 3

DISTRIBUTION ON LIQUIDATION OF THE CORPORATION

3.1 Liquidation Call Right. In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, Merge or its Designee shall have the overriding right (the "Liquidation Call Right") to purchase all, but not less than all, of the Exchangeable Shares from each Holder for an amount per share (the "Liquidation Call Price") equal to the Exchangeable Share Price on the last Business Day prior to the date on which the Corporation's assets shall be distributed to its shareholders in connection with such liquidation, dissolution or winding up (the "Liquidation Date"), which amount shall be satisfied in full by Merge or its Designee causing to be delivered to each Holder the Exchangeable Share Consideration (less any Taxes or U.S. Taxes).

3.2 Exercise of Liquidation Call Right. To exercise the Liquidation Call Right, Merge shall notify each Holder and the Corporation of Merge or its Designee's intention to exercise the Liquidation Call Right (a) in the case of a voluntary liquidation, dissolution or winding up of the Corporation, at least 15 days before the Liquidation Date, and (b) in the case of an involuntary liquidation, dissolution or winding up of the Corporation at least five Business Days before the Liquidation Date. If Merge or its Designee exercises the Liquidation Call Right, on the Liquidation Date Merge or its Designee will purchase, and each Holder will sell, all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Price.

3.3 Procedure For Payment of Liquidation Call Price. In the event Merge or its Designee has exercised the Liquidation Call Right as provided herein, then on or after the Liquidation Date, Merge or its Designee shall pay or cause to be paid to each Holder the Liquidation Call Price for each Exchangeable Share upon presentation and surrender at the registered office of Merge (attention: Chief Financial Officer), or at such other place as may be specified by Merge from time to time, of the Holder Deliveries. Payment of the total Liquidation Call Price for such Exchangeable Shares shall be made by delivery to the applicable Holder at the address of the such Holder at the registered office of Merge or at such other location as may be specified by Merge by notice to such Holder of the Exchangeable Share Consideration (less any Merge Common Shares withheld by Merge or its Designee in respect of Taxes).

3.4 [Form field placeholder line for liquidation call related details]

ARTICLE 4

EXERCISE OF THE RETRACTION CALL RIGHT

4.1 Retraction. In the event that a Holder has exercised such Holder's right under Article 6 of the Provisions Attaching to Exchangeable Shares to require the Corporation to redeem any or all of the Exchangeable Shares held by him (the "Retraction Right"), Merge or its Designee shall have the overriding right (the "Retraction Call Right") to purchase all, but not less than all, of such Exchangeable Shares from such Holder for the Exchange Price or Cash Exchange Price, as applicable (the "Retraction Call Price").

4.2 Exercise of Retraction Call Right. To exercise the Retraction Call Right, Merge or its Designee shall notify the applicable Holder and the Corporation in writing of Merge's or its Designee's intention to exercise such right within five Business Days after Merge has been notified by the Corporation that such Holder has exercised the Retraction Right. If Merge or its Designee exercises the Retraction Call Right, on the Retraction Date Merge or its Designee will purchase, and such Holder will sell, such Exchangeable Shares for a price per share equal to the Retraction Call Price.

4.3 Procedure For Payment of Retraction Call Price. In the event that Merge or its Designee has exercised the Retraction Call Right with respect to any Exchangeable Shares as provided herein, then, on or after the Retraction Date, Merge or its Designee shall pay or cause to be paid to the applicable Holder the Retraction Call Price for each such Exchangeable Share upon presentation and surrender at the registered office of Merge (attention: Chief Financial Officer), or at such other place as may be specified by Merge from time to time, the Holder Deliveries. Payment of the total Retraction Call Price for such Exchangeable Shares shall be made by delivery to such Holder at the registered office of Merge or at such other location as may be specified by Merge by notice to such Holder of the Exchange Price or Cash Exchange Price, as applicable.

4.4 [Additional details / signature-related exchange provisions]

ARTICLE 5

COVENANTS OF MERGE, CORPORATION AND HOLDER

5.1 Right to Dividends. There shall be no payment or adjustment by Merge, its Designee, if applicable, the Corporation or any Holder on account of any dividends on any Exchangeable Shares on a Share Exchange in respect of the Exchangeable Shares exchanged on such occasion.

5.2 Stamp or Other Transfer Taxes. Each Holder shall be solely responsible for the payment of any stamp, documentary, transfer or other like taxes or charges that may be payable to any governmental body or agency in respect of the disposition by such Holder to Merge or its Designee of Exchangeable Shares or the issuance of Merge Common Shares to such Holder pursuant to a Share Exchange and for any Taxes which must be deducted or withheld by Merge or its Designee by reason of such Holder being a non resident of Canada within the meaning of the Income Tax Act (Canada) or otherwise.

5.3 Fractional Shares. Merge or its Designee shall not be required to deliver fractional Merge Common Shares upon any Share Exchange, but in lieu thereof shall pay an amount in cash equal to the same fraction of the Current Market Price of one Merge Common Share at the effective date of the Share Exchange.

5.4 Issuance of New Certificates. Subject to compliance with the provisions of Section 5.9, Merge or its Designee shall deliver or cause to be delivered to the applicable Holder, one or more certificates representing the Exchangeable Shares in respect of which the Exchange Right, Cash Exchange Right or the Retraction Right, as the case may be, was not exercised by such Holder but which were evidenced by the certificate or certificates delivered to Merge or its Designee pursuant to Section 1.1.2 or 4.3 hereof.

5.5 Merge Shares.

(a) Merge hereby represents, warrants and covenants that it shall keep available, free from preemptive and other rights, out of its authorized and unissued capital stock, a number of Merge Common Shares equal to the maximum number of Merge Common Shares which may be issuable from time to time to the Holders upon a Share Exchange.

(b) Whenever Merge or its Designee is required to deliver Merge Common Shares pursuant to this Agreement, such shares shall be duly delivered as fully paid and nonassessable and free and clear of any lien, claim and encumbrance, other than any restriction on transfer imposed by Section 5.6 hereof and applicable securities laws.

5.6 Restrictions on Transfers of Merge Shares.

(a) As long as a Holder is a director, officer or employee of Merge or the Corporation or any of their respective subsidiaries, such Holder shall comply with all Merge policies in force from time to time concerning the purchase and sale of securities of Merge by directors, officers or employees of Merge and its subsidiaries to the extent such policies are applicable to such Holder pursuant to its terms.

(b) The Merge Common Shares (whether acquired pursuant to this Agreement or otherwise) have not been registered under the U.S. Securities Act or the Ontario Securities Act, and may not be sold, transferred or otherwise disposed: (i) in the United States or to a U.S. Person unless such shares are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available; (ii) unless made in conformity with Rule 144 promulgated by the SEC under the Securities Act; or (iii) in Canada unless such shares are qualified by prospectus filed in accordance with the applicable provincial Securities Acts or an exemption from the prospectus requirements of such provincial Securities Acts is available.

5.7 Transfer Agent. Merge covenants that it will supply its transfer agent with duly executed share certificates for the purpose of completing a Share Exchange.

5.8 Corporation Liquidation. Merge covenants that prior to the Purchase Date it will use its commercially reasonable best efforts to prevent the liquidation, dissolution or winding up of the Corporation.

5.9 Non Resident of Canada at Time of Exchange. Notwithstanding the provisions of any section of this Agreement, in the event that a Holder does not represent and warrant that he is not a non resident of Canada within the meaning of the Income Tax Act (Canada) when such Holder or Merge or its Designee is entitled to exercise any exchange right hereunder or any such exchange occurs automatically, such Holder shall provide to Merge or its Designee a certificate pursuant to Section 116 of the Income Tax Act (Canada) or any successor provision thereto (such certificate being hereinafter referred to as a "Certificate") having a certificate limit that is not less than fair market value of the Merge Common Shares which such Holder is entitled to receive upon such exchange and otherwise conforming in all respects with the provisions of section 116 of the Income Tax Act (Canada) or any successor provisions thereto.

5.10 Reincorporation of Merge. The parties hereto agree that, in the event Merge ceases to be a Wisconsin corporation and is reincorporated in another jurisdiction, the parties hereto shall amend or modify, or cause, or consent to, the amendment or modification of, such Transaction Documents, and enter into such additional agreements and execute, or cause the execution of, such additional documents, as may be required to provide the parties hereto with substantially the same rights and obligations and economic benefits under the laws of such jurisdiction of reincorporation.

ARTICLE 6

SUCCESSORS AND ASSIGNS

6.1 Successors and Assigns. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the respective transferees and assigns (if the transfer or assignment of this Agreement is permitted hereunder), or the successors, executors, administrators and legal representatives of the parties hereto, provided, however, that this Agreement may not be assigned by the parties hereto in whole or in part except as otherwise expressly provided herein.

6.2 Merge Successors. Merge shall not enter into any transaction (whether by way of restructuring, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom unless:

(a) (i) such other person or continuing corporation (the "Merge Successor"), by operation of law, becomes automatically bound by the terms and provisions of this Agreement, or (ii) if the Merge Successor does not become so bound, the Merge Successor executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Majority Holders and, in the opinion of legal counsel to the Majority Holders, are necessary or advisable to evidence the assumption by the Merge Successor of the liability for all moneys payable and property deliverable hereunder and the covenant of such Merge Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations under this Agreement; and

(b) such transaction shall, to the satisfaction of the Majority Holders and in the opinion of such legal counsel, be upon such terms as are required to substantially preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the Majority Holders hereunder.

ARTICLE 7

TERMINATION

7.1 Term. This Agreement shall continue until the earliest to occur of the following events:

(a) no outstanding Exchangeable Shares are held by any Holder, and

(b) the execution of an instrument in writing terminating this Agreement, signed by duly authorized officers or representatives of Merge and the Corporation and by each Holder.

ARTICLE 8

DEFINITION AND MISCELLANEOUS

8.1 Definitions of Certain Terms. As used herein, the following terms shall have the following meanings (and any capitalized terms not otherwise defined herein shall have the meanings given them in the Provisions Attaching to Exchangeable Shares).

"1934 Act" means the U.S. Securities Exchange Act of 1934, as amended.

"Agreement" is defined in the first paragraph hereof.

"Automatic Exchange" is defined in Section 1.2.2.

"Automatic Exchange Date" is defined in Section 1.2.2.

"Cash Exchange Price" is defined in Section 1.1.1.

"Cash Exchange Right" is defined in Section 1.1.1.

"Certificate" is defined in Section 5.9.

"Corporation" is defined in the first paragraph hereof.

"Designee" means a Subsidiary or Affiliate of Merge.

"Exchange Date" is defined in Section 1.1.2.

"Exchange Price" is defined in Section 1.1.1.

"Exchange Right" is defined in Section 1.1.1.

"Exchangeable Shares" is defined in the Recitals to this Agreement.

"Holder" is defined in the Recitals to this Agreement.

"Holder Deliveries" means, with respect to any exercise of the Exchange Right, the Cash Exchange Right, the Automatic Exchange, a Purchase, the Liquidation Call Right or the Retraction Call Right, the certificates representing the Exchangeable Shares subject to such exercise, together with one or more stock transfer powers endorsed in blank by the applicable Holder and containing a representation and warranty by such Holder that such Holder is not a non resident of Canada within the meaning of the Income Tax Act (Canada).

"Liquidation Amount" is defined in Section 1.2.2.

"Liquidation Amount Depositary" is defined in Section 1.2.3.

"Liquidation Call Price" is defined in Section 3.1.

"Liquidation Call Price Depositary" is defined in Section 3.3.

"Liquidation Call Right" is defined in Section 3.1.

"Liquidation Date" is defined in Section 3.1.

"Liquidation Event" is defined in Section 1.2.2.

"Majority Holders" means at any time the Holders of more than 50% of the Exchangeable Shares issued and outstanding at such time.

"Merge" is defined in the first paragraph hereof.

"Merge Common Shares" is defined in the Recitals to this Agreement.

"Merge Successor" is defined in Section 6.2.

"Person" means an individual, a corporation, partnership, trust, any other entity and any group.

"Provisions Attaching to Exchangeable Shares" is defined in the Purchase Agreement.

"Purchase Agreement" has the meaning ascribed thereto in the second paragraph hereof.

"Purchase Date" means September 30, 2004.

"Purchase Price" is defined in Section 2.1.

"Purchase Price Depositary" is defined in Section 2.2.2.

"Purchase Right" is defined in Section 2.1.

"Retracted Shares" is defined in Section 1.3.

"Retraction Call Price" is defined in Section 4.1.

"Retraction Call Price Depositary" is defined in Section 4.3.

"Retraction Call Right" is defined in Section 4.1.

"Retraction Right" is defined in section 4.1.

"Share Exchange" means, with respect to any Exchangeable Share, the acquisition by Merge or its Designee of such Exchangeable Share, whether pursuant to exercise by a Holder of the Exchange Right, the Automatic Exchange, the Purchase Right, or by Merge or its Designee of the Liquidation Call Right or the Retraction Call Right.

"Subsidiary" means any corporation, association, or other business entity a majority of the shares of capital stock of which is owned, directly or indirectly, by Merge.

"Taxes" means any taxes that Merge or its Designee may be required to pay on behalf of, or withhold from, any person pursuant to the Income Tax Act (Canada) or any successor thereto or pursuant to any applicable provincial tax legislation.

"U.S. Taxes" means any U.S. dividend withholding taxes that are required to be withheld.

"Transaction Documents" means this Agreement, the Provisions Attaching to Exchangeable Shares, the Trust Agreement and the Support Agreement.

8.2 Amendments, Modifications, Etc. This Agreement may not be amended, modified or supplemented by the parties hereto in any manner, except by an instrument in writing signed by duly authorized officers or representatives of Merge and the Corporation and by the Majority Holders.

8.3 Changes in Capital of Merge and the Corporation. At all times after the occurrence of any event effected pursuant to Section 2.5 of the Support Agreement or Article 11 of the Provisions Attaching to Exchangeable Shares, as a result of which either the Merge Common Shares or the Exchangeable Shares or both are in any way changed, this Agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new securities into which the Merge Common Shares or the Exchangeable Shares or both are so changed and the parties hereto shall execute, in accordance with Section 8.2, such amendments, modifications and supplement to this Agreement as are necessary to effect such changes.

8.4 No Waiver. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any party hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non compliance.

8.5 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Wisconsin (and the federal laws of the United States applicable therein), without regard to their respective conflict of law rules.

8.6 Notices. All notices and other communications hereunder, and any delivery by a Holder of certificate representing Exchangeable Share, shall be made in accordance with Article 15 of the Provisions Attaching to Exchangeable Shares.

8.7 Construction of Agreement. A reference to an Article or Section shall mean an Article of or a Section in this Agreement unless otherwise expressly stated. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a whole.

8.8 Entire Agreement. This Agreement and the Transaction Documents constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral between the parties with respect to the subject matter hereof.

8.9 Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of any other provision of this Agreement, each of which shall remain in full force and effect.

8.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same Agreement.

8.11 Proportionate Share of Amounts Paid. Notwithstanding any provision in Sections 1.1.3, 1.2.3, 2.2.2, 3.3 or 4.3, pursuant to the exercise of the Exchange Right, the Cash Exchange Right, the Automatic Exchange, a Purchase, the Liquidation Call Right or the Retraction Call Right, each Holder shall be entitled to receive only the Exchange Price, Cash Exchange Price, Liquidation Amount, Purchase Price, Liquidation Call Price or the Retraction Call Price with respect to such Holder's Exchangeable Shares, and not the total amount or price with respect to all Exchangeable Shares subject to such exercise.

IN WITNESS WHEREOF

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

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